The Endless Possibility
by thebigmacattack
Summary: USM revisioned with characters from Avengers Academy, Young Avengers, and Young Allies making up Peter's team, with a more dramatic and continuity-driven approach not unlike Young Justice. Still, expect plenty of Spidey quippage and an "all-ages" approach, creating a fanfic that everyone, kids and adults, can genuinely enjoy. Please review if you would like more chapters.
1. Chapter 1: Gifts and Curses

When I originally wrote this, it was a couple of months ago when I was incredibly frustrated with how the Ultimate Spider-Man cartoon was playing out, and I wanted to give it a do-over.

My goal was to take the main elements of USM and put them in a more layered lens, with a different hero lineup surrounding Spider-Man, pulling from Young Avengers, Avengers Academy, and the Young Allies miniseries to form the team, fitting both racial and power diversity as well as gender equality which is what the studio heads would want. I removed the cutaway sequences and placed more emphasis on drama as well, though Spidey still quips a lot. There is no swearing and no serious violence, but a small amount of death does creep in according to the outline I made.

At this point, I don't honestly expect I'll write more unless the demand is there for more. That is the only reason why this is posted as a WIP and not as a one-shot. If you want to read more, please tell me, and I will get to work on it.

This chapter and a theoretical second chapter are based off of Paul Dini's two-part pilot. After that the story goes in its own direction and won't have anything to do with USM's plot. Again, that's if I write it.

So if you like what you're reading, please say so and if I get enough responses, I will give you more material.

* * *

_All that I wanted, and I will be haunted, this gift is my curse for now._

**One: Gifts and Curses**

_"Hi, this is J. Jonah Jameson, thank you for watching the Daily Bugle tonight. Spider-Man: Reckless Menace or Street-Level Hero? That is the subject of Sound Off tonight._

_"Tomorrow makes it a year since Spider-Man made the switch from his days fighting in the MMA cages in downtown New York . . ._

_illegally, I might add, to becoming what some people call a 'hero of the streets'. But is he really?_

_"The truth is, no other so-called 'superhero' outside the Incredible Hulk has caused as much property damage in all of New York City as the so-called 'Amazing Spider-Man'. The bill from each of his 'exploits' has neared the $5 million mark! That is $5 million New York City could have put into different, more beneficial services, than cleaning up from the wall-crawler's wreckage! Does anyone not see that?_

_"Here's the deal. If any enterprising adult hero out there, bing this menace under control or otherwise_

_stophim so New York City can finally know some peace! Oh, and bring the Hulk under control too, if that's somehow possible._

_"Look, I am a simple man. But the budget of New York City is at stake, and so is the lives of everyone in it. Same with every city nationwide that has had to deal with the influx of superheroes over the last couple of years. Our budgets, our peace of mind, and our daily lives just plain can't take it anymore! But it all starts with Spider-Man. Unlike the Hulk, there is no excuse for Spider-Man's behavior. Control him, or stop him however possible, so New York City can finally sleep at night knowing that only professional superheroes are out there protecting them from the freaks of nature in the world!_

_"Now, for analysis, we have Police Captain George Stacy of the NYPD . . ."_

* * *

And so this is the _lovely_ junk I have to listen to in the morning, Aunt May's DVR recording of last night's _Daily Bugle_. Every morning, I come downstairs, and here's J.J.J. criticizing me for the zillionth time and displaying his inability to find a synonym for "menace". I mean, at least make it less obvious that you're rehashing the same points over and over again. Not asking for much here. Other than adoration, respect, and hosting a private party for yours truly. Okay, maybe that _last _point is going a bit too far.

"Peter, as good as it is that you're finally watching the news, you have ten minutes before you have to go to school. It's your first day, you can't be late," Aunt May says from behind me.

"I know, I know," I reply, tuning J.J.J. out as he attempts to rip into George Stacy. Captain Stacy is a strong man, a good man. He just lets J.J.J. bluster about for twenty seconds, and when J.J.J. finally stops, Stacy responds.

"_The truth of the matter is that crimes attempted by the common criminal, no superpowers, has dropped by seventy percent since Spider-Man began his activities. The rise in supervillain activity, to me, seems to be correlated to a general rise in the _number_ of supervillains._"

"_This does not explain the abnormally high property damage and-_"

"Peter, please!" Aunt May grabs the remote and switches it off. "You're down to _nine _minutes now."

"Okay, okay."

Aunt May is forty-four years old, and seems about five or six years younger, she hasn't even started to go gray yet and her voice still sounds like it could come out of a twenty or thirty-something. She's active and strong, and . . . well, let's just say she's _direct_. There's no naunces, no censorship, no flip-flopping. She tells you exactly what she thinks.

Flash Thompson, the guy who is out to make my school life miserable, like to say about . . . you know what, why should I care? I promised myself, and promised Gwen, that I wasn't going to let Flash run my life this semester. It's the start of mo sophomore year. I'm done! That's what Aunt May would want too.

May sighs as she prepares her duffel bag. She works at a rehab center for professional athletes, helps condition and get them back on their feet. Among her clients is the current backup goalie for the New York Islanders.

"Just remember, Peter, you have some place to be after school. Don't forget, please."

"Yeah, I know. I'm not going to forget this for the world."

"You mean it, Peter?"

My recent history is coming back to haunt me, there's subtle skepticism in her voice. "Yeah, I do."

* * *

This means that Spider-Man can't be active after school, but that doesn't mean Spider-Man can't take a swing through the city _before_ school. I'm going to look _really_ bad to Aunt May if I don't make it this time, so I can't even risk taking a patrol through the city once school is over. If something is going down, I'm going to have to intervene, because that's my responsibility. Though I guess that _avoiding _responsibility isn't what Uncle Ben had in mind for me.

Now I don't know what to do. Argh.

All right, just take a swing through Manhattan. Try to ignore His Jolly Loudness blasting away on the Times Square screens. How the heck does J.J.J. even _get _the money to do that?

To make things worse, he's ranting about _me_ again. This isn't a new recording by our happy, intrepid commentator either, it's like an advertisement for his _Daily Bugle _program, showcasing the "best of the Bugle" or something. J.J.J. seems to think that his rants about me are the "best of the best" because these rants seem to mention me every other time.

What does he have against me? I mean, his car was only dented _slightly_ when I slammed Montana into it six months ago. And there was the time when I made the Spot's wormhole gun malfunction and it transported J.J.J. to the top of the Empire State Building. And then there was the time when I was playing bullfighter with Rhino and he wound up slamming into the _Daily Bugle _ground-floor recording studio.

Uh . . .

Okay, I think I know why the guy has a beef with me. But still!

Let's just take one last look through Manhattan, and then it's time to swing over back to Queens and get to school. It's only a half-day today, and then it's meeting up with May, and just have a nice peaceful night, without any Spidey-related-

_Boom_.

Spoke too soon, as always.

I swing in the general direction of the explosion. Seems like it happened a couple of blocks away. I hope this isn't Mysterio robbing yet _another_ bank, frankly, Mysterio's shtick got old the fifth or sixth time. And he's attempted a bank robbery _twelve_ times since I started this gig. He seems to break out of prison just to get caught by _me_. I wonder if he likes me or something.

I see crowds below me running away from a street in panic. Seems that I'm close to the. chaos.

A police car is suddenly sent flying through the air past me.

Yup, this is it.

Express elevator to the ground floor time.

The crowd's mostly cleared as I hit the ground. Looks like someone's attacked a armored car full of cash, considering the twenty-dollar bills flying everywhere and unconscious security guards, and, well, a smoking armored car. Not Mysterio's M.O.

There's a bald guy with a giant black pack on his back holding a beige sack of cash. He turns around as I approach him, and I recognize him immediately. He's rather infamous around New York.

"Trapster."

Trapster. Real name: Peter (yes, really) Petruski. He's a bank robber much like Mysterio, but unlike Mr. Goldfish Bowl Trapster here is actually good at what he does. He's gotten away before. He's not my typical enemy, though, Trapster is usually associated as a Fantastic Four foe, along with the rest of his Frightful Four friends, who are funded by Trapster's cash grabs.

Trapster grins as he sees me. "Well, well, if it ain't the bug boy. Fancy meetin' you here."

"Uh, technically, spiders aren't bugs, they're-"

"Who cares?" And he aims his gun/Super Soaker/nozzle right at my face.

I know what's coming, I've read the stories. Even one of the greats, Iron Man, got caught by this. Trapster is found of this weapon, where he showers you in something akin to cement, though it weakens over time, like glue. It's been said that this is deliberate by Trapster so he can't be accused of attempted murder.

I jump aside as Trapster does a quick spray of his gunk, and thankfully it flies past me and goes into a storefront. I do the run-around, eventually taking cover behind the smoking armored car as Trapster tries relentlessly to hit me.

Okay, so far, he hasn't got me glued up. Good start so far.

Trapster trying to goad me out. "So, this is the Amazing Spider-Man? What's the matter? You a coward?"

No, but I think I'm coming up with a plan.

I take a peek under the armored car. There's Trapster's feet, nice and exposed.

Plan: trap the Trapster. Yes, I had to say that.

I put my left hand under the car and spray both of his feet with my webbing. I get the intended effect, because after the typical "What the?" reaction, he starts wobbling back and forth, completely off balance.

Perfect.

I jump on top of the armored car, and he barely has time to even look at me before I'm already leaping at him.

My right fist has a short and not entirely pleasant meeting with his face.

He's knocked backwards and somersaults down the road, but that wasn't a finishing blow. This guy has a thick skin, he forces himself back up, and suddenly he doesn't look anywhere near as amused about the situation as before.

I wonder if he was underestimating me, and now he's going to go all out.

"A punk kid isn't going to be the one who catches me!"

Here comes the goop.

I run and swing to the left to jump on the side of a building and try to get a shot at him, but traces of Trapster's cement-style mix get attached to my costume, and when I stick on the building, I _stay_stuck. And no amount of struggling is going to allow me to break free. Not in enough time.

Trapster laughs as he walks towards me and aims that nozzle at me. "See? Not even the Fantastic Four can catch me. What makes you think _you _can?"

His eyes narrow. "Here's a taste of your own medicine!"

I aim my free arm at the nozzle. It's risky but I have no choice. I am not going to to be engaged in a pile of goop while this guy got away.

I fire, and I realized immediately that my aim's true. My webbing clogs his nozzle, and I immediately see steam rising out of his pack. My goop versus his goop, and my goop wins.

Come to think of it, that sounds really, _really _wrong. Forget I said that.

Trapster just gives me this look of forlorn resignation . . . no, I'm lying. He looked really, _really _mad, before his pack explodes, and when the smoke clears, he is covered in his cement-esque stuff.

In the meantime, his material's worn off enough that I'm able to force myelf free and I get back on the ground.

I almost can't believe it. I caught him. I caught a guy who isn't one of my regulars. A guy not even the Fantastic Four could catch! I caught him good! My mature reaction: "Yes! I got you! Who's da man, Trapster? Who's da man? I da man, that's what!"

Trapster just gives me a pair of evil eyes, and then his eyes widen to the size of dinner plates.

Uh oh.

Though my Spider-sense should be going off if something bad really _was_coming. My Spider-sense is like a alarm clock that never runs out of batteries, set to danger rather than to the time. So why wasn't it . . .

Oh wait. Whatever's coming is a bad thing for _Trapster_, but not for me.

I turn around, and I see a tall, African-American man with an eyepatch over his right eye staring at me.

"Oh! Uh . . hi there, dude. Do I know you from somewhere? You kinda look like this actor . . ."

The man raises an eyebrow.

"Or did I see you on the news and I'm mixing you up with someone else . . ."

He sighs. "Typical teenager. Never pays attention. I'm Nick Fury, Director of SHIELD."

Now I remember. Every superhero knows who these guys are, it's SHIELD's responsibility to keep us in line, and keep the free world secure in general. "Oh. Well, am I supposed to know who you are? I mean, SHIELD's supposed to be like 'super-secret' spy stuff."

Fury's eyebrow goes up again. It's becoming apparent that I'm coming off as a total idiot.

"I am a public figure, Spider-Man. I am the face that SHIELD presents to the public as well as the person who runs it. Just like the directors of the CIA and FBI."

"But not the NSA's leader guy. Nobody knows who he is," I say.

Fury's eyebrow not only raises, but twitches. "You're missing my point."

"I wasn't aware there was a point to-" As I'm trying to finish, I hear a _crack _behind me, and I turn to see that Trapster has gotten himself free at last.

"Hold on a second, bad guy getting-"

I'm interrupted _again_, this time by Nick Fury. "Wait."

He fires his weapon, which looks to be some kind of futuristic laser gun thing, into the road, sending a piece of the asphalt flying into the air. The asphalt piece bounces off the armored car and crashes right into Trapster's skull, and he's down in an instant.

"Okay, that was cool," I couldn't help but say.

"It's a specialty weapon, meant to break up the ground and create projectiles," Fury says. "Though if it was used on humans . . . the results would not be pleasant. It takes a lot of responsibility to wield this weapon as it was intended."

"With great power must also come great responsibility," I say, almost automatically. Uncle Ben's final words to me, before I foolishly stormed out that door, the night he died, still stays with me. I almost say those words reflexively at this point.

"Good words from a good man," Fury says.

That takes a moment to register. "Wait . . . what?"

"Your uncle was a good man, Peter Parker. I suspect he knew what was going on with you and he wanted to give you the best advice he could. It's advice that rings true for everyone in the world."

Fury's trying to dress up his statement as something else, but I'm not going to have any of it. The words "Peter Parker", my real name, are ringing in my head. "How do you know? How _could _you know?"

"I am the best at what I do," Fury says.

"You've been spying on me the whole time?"

"It is my responsibility to make sure the super-powered among us don't cause any more chaos! Look at what's happened to this street, 'Spider-Man'."

I look around. Trapster's goop is everywhere, in places I hadn't even noticed. Cars were destroyed, multiple storefronts were smashed, and even a lampost had buckled and fallen at the nearest intersection. It almost looks like a war zone.

Fury resumes. "You made multiple errors that could have shortened the fight and reduced the collateral damage. Is this how a responsible superhero would behave, or would he work harder to reduce the possibility of costly damage and human casualties?"

"You're missing the point! I caught him! The Fantastic Four have spent years trying to get this guy and I did and _you're _going to lecture me on responsibility? What gives you the right to tell me what to do? And who gives you the right to watch my every move?"

"Typical answer," Fury says. "But don't disregard me, Peter. You have the potential to be much greater than you are. You could be the 'Ultimate' Spider-Man."

"And you're saying you can bring me there." I was not asking a question. Right now, I don't want to ask Fury anything. I just want to get out of here.

"I can. SHIELD's been working on an academy to help train young superpowered types such as yourself into becoming a true generation of heroes . . . heroes that can keep instances like this from being commonplace like they are now. We have multiple teams, and you have a spot reserved for you. You have a lot of responsibility to learn, Peter Parker, and I'm giving you the offer to learn it."

That's it. Creepiness factor has reached its max. Done now. "Thanks but no thanks. I'm not exactly a team player. I'm always the last kid picked anyway."

And with that, I aim and fire my webbing at a building and take off.

I'm not going to be controlled. Nick Fury is going to need to work harder than that if he wants me.

A _lot _harder.

* * *

This is Norman Osborn:

A businessman who never apologizes. He has built his empire from the bottom-up through his ruthlessness and genius-level intelligence. His ingenuity has inspired many new weapons and biological advancements. His unmatched business skills makes him able to not only keep his company evolving, but allow it to stay unified.

His company, Oscorp, is his baby. It is like a child to him, more a child than his actual child, Harold Osborn. It is also more his wife than any of the three wives he has married and divorced. It has grown and matured along with Norman himself. However, just like Norman does not look like he is in his mid-forties, his company doesn't look like it's aging either. Norman is always out to improve himself, and his company does the same.

He is disappointed in the life of his real-life son. Harry isn't good enough. He isn't showing the passionate drive that Norman feels. Norman is afraid for the future of his company, for the time will come when he will have to step down, but his baby will live on without him, unless some idiot comes and kills it. That cannot be tolerated. If Harry turns out to be incompetent, Oscorp must be strong enough to survive such foolishness.

Norman Osborn is also an accomplished manipulator. That is how he has roped in his strangest new ally, former employee, and former foe, Dr. Otto Octavius. Octavius is almost more machine than man now, his grievous wounds suffered at the hands of a spandex-clad vigilante has left the good doctor in a pathetic physical state. But nothing is wrong with Octavius' mental state other than the psychotic dementia so many of Octavius' kind tend to have. And Osborn appreciates intelligence.

Osborn also appreciates secrets. No one knows what he is truly up to. He will tell a person one thing, and tell a different person another, and he could be lying or telling the truth in both cases. His agenda is known only to himself, and he is always ready to adjust it on the fly.

He won't have it any other way.

Norman Osborn sits, staring at the screen. "Fascinating. Nick Fury seems to be giving him a promotional pitch."

"Yes," says the perpetually-distant voice of Otto Octavius. "It looks like Parker has rejected it."

Norman Osborn created Spider-Man, and he is not sorry he did. His only regret is that he has yet to get control over the spandex-clad joker, but he knows he will have his chance soon.

"That's perfect. I prefer Spider-Man the way he is," Norman says. "Self-absorbed. Rebellious. Rogue."

"Moldable," Octavius adds.

"Exactly," Norman says. "I have a big contract coming up soon and this child will provide the basis for fulfilling that contract. People want an army of Captain Americas. I can do them one better. I can give them an army of Spider-Men, gifted in more ways that Captain America ever could be, with none of Spider-Man's regrettable attitude."

He smiles, just a little. "It's marvelous how the world adjusts to all of the changes its been through. But _this_change will be more difficult to make than most, I'm afraid."

He looks at the screen, at the odd, vaguely eerie goggles Octavius likes to wear. "Contact our liaison. Tell him to deploy the other members. It's time we took possession of what is ours."

"Perfect, Mr. Osborn. It is being done," Octavius says.

"And it will finish successfully," Norman says, almost to himself. _Too bad, Parker. You don't belong to yourself. You belong to others . . . you belong to _me_. And that is how things are going to be._

* * *

This is just great. Nick Fury knows all about me. He knows my family. He knows who I am and why I am doing this. I bet he knows everyone else in my life too. He's probably got a camera in the school or something watching my every move.

Not to mention he knows all the way back to Uncle Ben. He _heard _Uncle Ben talk to me. Either that or he's making an assumption of some kind after watching me for a long time. I don't know which scenario is creepier, all I know is that I don't like it.

I wonder if he knows about any of the friends and family I have. Gwen Stacy? Probably, she hangs out with me all the time. Aunt May? Without a doubt.

"Hey, puny Parker!"

Somehow, I doubt he keeps tabs on Flash Thompson.

"Flash, not in the mood right now," I say. "Go bother someone else, like that Wilkins kid behind you."

"You're not dragging me into this!" the Wilkins kid yells, and he takes off in the opposite direction down the hall.

"He's not my problem today. You are, puny Parker. You got something that belongs to me."

"Oh yeah? What?"

"My entertainment." Flash says with a grin.

Suddenly, I see a feminine hand rise behind him and tap him on the shoulder. Flash's confident faces immediately falls. "Oh no, she snuck up behind me again, didn't she?"

"Yes," says a confident, slightly husky female voice that in spite its mature qualities is still the voice of a teenage girl. "Now, which kind of punishment should you get today, Eugene?"

"Saying my real name's enough," Flash says, a sheepish grin crossing his face. He was clearly still too unnerved to turn around.

"You have no idea how out of your league you are," the girl says as she emerges from behind Flash and stands in front of me. "For the last time, leave Peter alone. He's tolerated your idiocy long enough."

Flash just shakes his head and backs away quickly. "Whatever! Just don't stuff my head into a locker again, okay? I've been traumatized for life enough times!"

"Because I stopped you before you did anything, you get off easy. Now go do something not-stupid with your time," the girl says.

Flash turns around, mouthing her words mockingly, but she doesn't react and just let him go. Finally, she turns around and looks at me, and gives me a confident yet gentle smile. "Hi, Peter."

Gwendolyn Stacy. Star athlete and martial artist. Her blonde hair has been in a near-pageboy cut for as long as I can remember. A solid "B" student. Not the most book-smart, I have tutored her in math and math-related subjects for forever, but she tries hard. She's a few months older than me and has kinda fashioned herself as my bodyguard even though it's something I've never wanted. But she is my best friend, at times my only friend. I can't think of her as anything but the closest friend I could ever ask for.

I can tell her anything. Other than I'm Spider-Man anyway. I'm not ready to tell her _that_. Nor anyone, though Nick Fury still figured it out. But that's okay. No one else knows, I think.

I hope.

"You would think one of these days he'll quit," I say.

"He's not after you. He's after me. That stuffing-his-head-into-his-locker thing got me suspended last year," Gwen says, her smile fading and her blue eyes looking away. "But that embarrassed him bad. He's trying to egg me into doing something stupid or violent again but his pride stops him before that can happen."

That incident had been right before my spider bite, _days_ actually. Flash was really out to get me at the start of the school year, which had started three weeks earlier than usual due to entire weeks being cancelled the previous year thanks to Magneto going on a rampage. Gwen finally _snapped_, took Flash's face, and wedged it into his tiny little locker, and he couldn't get out. The only reason Gwen hadn't been expelled for that was because she had been protecting me.

"Well, that and he's probably afraid of you too," I said.

"Probably," Gwen says, the smile returning. "Anyway, we need to get to class. I've heard the Algebra II teacher is a former drill sergeant. Best not to make him angry."

"Or what, he'll turn into the Hulk?"

"No, but he'll make you drop and give him twenty," Gwen says. "Maybe. I dunno if the school would allow him to do that."

"I'd rather not find out. Let's go."

"Probably a good idea."

* * *

Today's only a half-day. By noon, we were all done, but a lot of us gathered in the cafeteria anyway like it was a normal day because they were serving all kinds of party food that's high on calories and low on nutrients. The staff of life.

Gwen being Gwen, she hardly touches any of it other than maybe a slice of pizza to be polite. She looks at her skinny cheese pizza slice with near-disdain. Like her father, Gwen doesn't have a good sense of taste. For example, asparagus has an absolutely wonderful flavor to her, especially when raw. To top it all off she's an absolute health food fanatic.

"I wish this had peppers and onions on it at least."

"Order out," I reply.

"I'm not touching anything in those grease pits!"

"Then stop whining. They're at least being nice to us today. Tomorrow begins the slop."

"Tomorrow begins the 'I'm bringing my own lunches'," Gwen says, and she nibbles on her pizza slice.

"Tomorrow also begins tutoring sessions," a new voice says from behind me.

Harry Osborn. Rich and popular, wanting to talk to _me_. And next to him: Mary Jane Watson, who many consider to be the most beautiful sophomore in the school. Every boy's dream girl, really. Even I have fantasies of dating her though I don't think I'll ever do it. They match up pretty well together, both having red hair though Mary Jane's is straight and long and Harry is more close-cropped.

Harry's smart. Really smart. But I've seen how his father treats him. Harry's book-smart and a great writer, but that's not what his father is looking for.

Mary Jane seems to be more superficial, but sometimes I get the sense she's more than that. She has to be in order for Harry to stick around her. Harry isn't the type who likes shallow people.

"Already?" I ask.

"Any reason why you're sitting down here?" Gwen asks.

Harry thinks for a second. "Well . . . Peter here had the best grade in math last year, and Mary Jane needs help with that subject. I'm already helping her with the English and writing stuff, but I can't do math to save my life. So I was going to ask Peter here to give Mary Jane some help."

Me. Helping Mary Jane. A couple of hours alone with her. Must suppress fantasies. Suppress them _now_.

"Yeah, of course!" I say.

"You will?" Gwen sounds shocked.

"Why not?" I ask.

"Wait, you too aren't together?" Harry asks. Now _he _sounds shocked.

"She's my best friend," I say.

"Uh, yeah. That's how it is." Gwen sounds just a _little _funny to me for some reason but Harry talks again before I can think further about that.

"Oh. Okay then, then there's no complications or anything going on. Thanks a lot, Peter," Harry says.

"Yeah, thanks!" Mary Jane says, giving me one of her more dazzling smiles. "Looking forward to it, tiger."

"Tiger". She's calling me "tiger". I don't know why but I like being called that by her.

Gwen sighs. "Typical Peter."

"What's that supposed to mean?"

"Typical Peter means typical Peter."

I'm supposed to be the witty one, Gwen. Stop trying to muscle in on my territory.

As I'm on the verge of coming up with a comeback, suddenly a painful, tingling sensation goes off in my head. It's my Spider-Sense. Right now. As I'm sitting here.

Why? Why is my Spider-Sense going off _here_, of all places? Aren't I supposed to be safe in school? Not even Flash sets off my Spider-Sense the way it's going off right now. So then-

An explosion in the wall to my left. I turn and I see a huge gaping hole to the outside where brick used to be. Instantly, students scream and run away from the hole in a panic, and then I see them.

Trapster's buddies in the Frightful Four.

Wizard, a technological genius and the mastermind of the team. He has robotic instruments that can do a lot of fighting for him. He likes wearing purple armor a lot for some reason, even though anyone with a sane fashion sense would probably find his taste tacky.

Then there's Klaw, who's basically living sound. In order for him to keep a stable, human shape, he needs to be inside a robotic shell like the one he's using right now. He looks almost like a smaller Sentinel in design, which doesn't surprise me. Sentinels are used a lot because they've been effective.

Then there's Thundra. Basically a warrior Amazon from an alternate dimension. Very complicated, will make your head asplode. And yes, I had to say "asplode". Normal words, you know, the ones they keep in dictonaries, fail to describe the general weirdness of my reality. Still, she's kinda hot though, with a long mane of red hair that rivals even Mary Jane's shiny, well-cared-for locks.

And they're all here. And considering my Spider-Sense is still blaring, they're probably here for me.

Wizard is holding the principal of the school in his hand. "Attention, children! Your principal has an announcement to make!"

The principal, a balding man in his early fifties, looked like his eyes were going to pop out of his sockets. "Uh, yes! Students, the school is now under control of the Frightful Four!"

"Thank you," Wizard says.

"Please don't hurt me," the principal begs.

"No," Wizard says and chucks the principal across the room until he slams into the wall so hard he leaves a crater in it, before he slowly peels off the wall and goes _splat _behind the table. Not that I'm surprised. How often do supervillains keep their promises?

Thundra steps forward. "We are looking for the one called Spider-man. We know he attends this school. He must surrender himself at once."

"What do we do?" Mary Jane asks as she backs away a couple of steps.

That's something I wish I knew, Mary Jane. I really wish I did.

* * *

Wizard's com was trying to turn on much earlier than Norman had anticipated. What was going on? The Frightful Four worked quickly but they shouldn't have been able to capture Spider-Man _this _fast, could they? Unless Norman had underestimated their abilities, of course. But that was something Norman wouldn't regret either. He had the money to spare.

He turned on Wizard's videophone. "Yes, Wizard? I trust you bring news?"

"We have pinpointed Spider-Man's location. He's somewhere in this dining hall in Midtown High. We're in the process of smoking him out."

Usually, Norman would be pleased about such an update. But not this one. Already, he was having visions of his precious baby being taken from him. What Wizard and the other members of the Frightful Four had done was something far more asinine than he had anticipated.

"You idiots! That's a public high school! I wanted this to stay below the radar!"

Wizard looks positively taken aback, like this had never occurred to him. For a supposed technological "genius", he wasn't very samrt. In fact, Norman was strongly considering that Wizard was the dumbest "smart" person he had ever had the misfortune to deal with. "But Mr.-"

"Don't utter my name aloud! If my name is connected to this, it could bring my company down! My reputation! Everything!"

"Oh . . . right."

Even through the tinnier video console speakers he could hear the kids whimper and scream, and Thundra yelling something likely stupid and threatening. But Norman knew that he couldn't regret what had just happened. The past is impossible to change. He could only move forward and make something beneficial out of this travesty. That was the other strength of Oscorp besides its ruthlessness and ingeunity.

"Just find him and bring him to the location specified," Norman says, barely keeping his voice from becoming a growl.

"Yes, Mr.-I mean, sir."

Norman killed the connection then, and folded his hands and stared into space for a moment. Here was the defining moment. Parker _belongs _to him. He is everything that Harry has not been and more.

_Wait_, Norman thinks. _Harry attends Midtown High as well._

He thinks about that prospect for a while. One thing that doesn't occur to Norman is that why hasn't he realized that real fact until now.

_Huh_.

* * *

Okay, bad situation. Very bad. They know that I'm here, and they'll tear apart this whole school in order to find me.

There's only one solution. I need to get out of here, and then give these guys exactly what they are looking for: Spider-Man. But I've never faced these guys down before!

Wizard looks like someone beatable, he can defy gravity thanks to his technology and has some armor but he's almost normal. Thundra has the super-strength and near-invulnerability thing going on, and she's a trained fighter. Much more difficult. I have _no_ idea how I'm going to faze Klaw. It's not like normal things will work on him. He's living _sound _encased in a machine.

Wizard seems to be the ringleader though. If I can take him out first, that will make Thundra and Klaw far less organized and disciplined. Then I might be able to do something.

All right, Wizard first. But first I need to get out of sight.

Thundra's marching around, basically being an intimidating muscle-woman. It's only a matter of time before she gets to us.

"What do we do?" Mary Jane asks again.

"We need to get out of here," Harry says.

"Stop speaking the obvious," I say. "We need to come up with something. We're lucky Thundra isn't hurting anyone yet."

"You know who she is?" Harry asks, incredulous.

"I pay attention to the Fantastic Four. She's one of _their _people," I say quickly. It's not exactly outlandish. The Fantastic Four's exploits are among the most public of all superheroes.

"Never thought of you as a Fantastic Four geek," Mary Jane says.

"Peter surprises you in a lot of ways," Gwen says. "Now listen. I'm going to cause a distraction. Help everyone get out of here."

This is so beyond typical Gwen that I want to shake her silly. "Gwen, all three of those guys can-"

"I'm going right now. Do what you need to do," Gwen says and she immediately marches forward, towards Thundra.

"Oh wow, she's brave," Mary Jane says.

"That's why we need to work on getting out of here," Harry says. "C'mon, Peter."

"R-Right", I say, but I'm not exactly looking for a way out. I'm looking for something semi-private so I can quickly suit up. Within thirty seconds, Gwen is going to be in serious trouble. I can't let her get hurt. She's going above and beyond for not only me, but for everyone else in this school, people she hardly knows or doesn't know at all, without a single superpower.

"Hey!" Gwen yells as she approaches Thundra. "Whatever you're looking for, it's not here!"

"Now," Harry hisses, and he pulls Mary Jane with him. I turn and follow slowly, before I see a post in a corner that looks promising.

The crowd's slowly beginning to realize that what Gwen is doing is buying them time. They're already splintering apart while the Trapster-less Frightful Four's eyes are arrayed on Gwen.

Thundra just laughs. "You're not what I'm looking for. I doubt Spider-_Man_'s secret identity would be a _girl_."

"A girl _would _be the last person you'd expect, though, wouldn't it?" Gwen says, but her voice is already trembling despite her defiant words. She's terrified.

Wizard sighs. "Thundra, don't let her games distract you. The kids are already trying to move away."

That triggers something in Gwen. "Everyone, _run_!"

She rushes Thundra, attempting some kind of karate move on her, but Thundra catches Gwen's leg and then dangles Gwen upside down. Just like that, a black belt is disabled, just on account of Thundra having superpowers in addition to her own fighting skills.

It's not fair.

And Gwen is going to get seriously hurt if I don't suit up and save her now!

The crowd's panicking and breaking for the doors. No one's paying attention to me. Now or never. I openly use my agility, leaping to the wall and then to the lampost, and tear off my clothes as fast as I can, revealing my costume underneath.

Thundra laughs again. "_You _would try to stop me? You're not even worth hitting!"

I turn from beyond the post, and Thundra flicks Gwen with her finger, and that's enough to knock Gwen several feet away, where she crashes onto a table and falls behind it.

"Ha ha!" Flash Thompson cries from somewhere, imitating a famous TV character.

Thundra growls and picks up a nearby table, and even from here I can see Flash's panicky face. "Wait! Wait! Don't hurt me!"

"No one mocks women except me," Thundra growls, and chucks the table at him.

Of course. I can't save Gwen, but I must save Flash.

I aim my webshooter at the table and web the table right before it can connect with Flash's face. Stopping the momentum makes my arms feel like they're going to be pulled out of my sockets, but that doesn't matter. With both hands, I pull the table right back towards Thundra, and she's clearly caught off guard because she can't get out of the way in time. The table slams right into her and knocks her down.

My arms already feel exhausted, and I've barely started. But there's no choice. This is my responsibility. I need to protect these people, do for them what I couldn't do for Uncle Ben.

I pull on my mask. It's time.

"Spider-Man's here!" Wizard yells.

"Hey, real man of genius here!" I shout as I web the ceiling and swng right for Wizard.

Wizard's eyes were hidden behind a dark visor but I imagine they widened about as Flash Thompson's had just moments ago. I kick Wizard in the stomach and send him flying into the wall.

"_You_!" Thundra growls as she gets up, her face covered in Midtown High slop.

"You're already regressing back to caveman talk? Cool! Fastest time yet!" I can't help myself, I shoot my mouth off a lot when I'm fighting. I know these guys can hurt me and _will _hurt me, and they're different than my usual bad guys. It's terrifying, and the rush makes me say things I normally wouldn't say.

Thundra just growls unintelligibly and rushes me.

I web her in the mouth, and Thundra's battle cry becomes a muffled "Glarg!" as she struggles to get it off of her.

"Hope that's not toxic," I say.

"Your insolence will not be tolerated!" Wizard yells from the far side wall.

"When _is _insolence ever tolerated?" I ask in turn.

"Silence!" Wizard then uses his anti-gravity devices to bring several tables into the air, ready to chuck them at me.

Time for improvisation.

I web the still-struggling Thundra at her feet and throw her right at Wizard, crashing into the tables and causing general disarray. I break into a sprint, and jump onto a post and jump right at Wizard and clock him in the face. Wizard crashes into the same crater he had made into the wall, making it deeper.

Not bad. But I have the feeling I'm missing something.

I hear metallic footsteps behind me, and I spin around to see Klaw aiming his hands right at me, nozzles ready to open to unleash pure sound.

Oh, this is gonna hurt.

Klaw strikes, and instantly makes my outsides feel like my insides as I crash right into Wizard and we break through the crater and land in a school hallway.

All right, head pounding, stomach feeling upside down, there's ringing in my ears, and my Spider-Sense going haywire. Lovely combination.

As I struggle to my feet, I see Thundra smash through the wall and stand right in front of me.

"Did you _have _to make a new hole? There's a perfectly good hole right here! Think of the school budget!"

Thundra responds by grabbing me by the neck.

"Or just think about killing me," I manage.

Thundra forces herself to talk despite some webbing remnants remaining in her mouth. "I do not tolerate embarrassment."

"You guys don't tolerate this, don't tolerate that. I bet you guys don't even tolerate each other."

Thundra just growls and her grip gets tighter, and now I can't breathe at all.

Dying sucks.

* * *

Flash Thompson, meanwhile, is trying to sneak out of the destroyed cafeteria. He has no idea what's going on other than bad guys wrecking the school to catch Spider-Man, who showed up seemingly out of nowhere. And, frankly, he doesn't need to know anything more. He already had a table chucked at him, saved only by the webslinger's intervention.

There aren't any other kids left, they took off when the fighting started. Though there is a giant robot type who makes a lot of loud noises out of his hands. Flash saw Spider-Man get blasted. It hurt just to _watch_. He's in no mood to be on the receiving end.

But as he sneaks, he feels a hand tap his shoulder and he nearly screams in terror, only for a hand to come around his mouth. A very familiar _hand_.

_Oh come on_.

The most terrifying girl Flash has ever met begins whispering to him. "Spider-Man's in serious trouble. We need to help somehow."

"They've got a table-throwing guy, a muscle-woman, and a giant robot! What're we supposed to do besides run?" Flash asks.

"You don't understand. They're going to kill him," Gwen says, her voice eerily calm despite her dark words.

"Yeah, that's lovely and all. Now let me sneak out of here before giant killer robot dude sees me," Flash says.

"You're _wearing _a Spider-Man T-shirt and you're gonna let him die."

Great. Now to uphold his pride, Flash realizes he must now be stupid. "You're _really _gonna play that card?"

Unsurprisingly, Gwen says "Yes."

Flash facepalms. But his fear of the girl, and his pride, outweigh his sense of self-preservation. Flash isn't sure this is a good thing.

"Okay, what do you want to do?"

* * *

"I am a proud warrior. You will not mock me, insect."

Dear, Thundra, I get it. I won't even correct you for mistakenly calling spiders "insects" like all the other bad guys out there. Please stop choking me now. Sincerely, your friendly neighborhood Spider-Man.

The world's getting blurry now. I get the feeling she's drawing this out, or, perhaps, she's just trying to make me fall unconscious. That she doesn't want to kill me, just capture me. That thought doesn't make me feel any better than me dying thanks to her.

At least the ringing in my ears has gone away, though now all I can hear is my lovely choking noises, and Thundra lecturing me over trivial things as she slowly kills me.

I hear Wizard, of all people, suggest a stay of my execution. "Our benefactor requested him _alive_, Thundra. Or did you forget this fact yet again?"

The "yet again" part scares me. I admit it.

Thundra sighs. "Oh all right, I'll-"

"Now, Flash!" Wait, is that Gwen?

"Goodbye, beautiful world!" That's definitely Flash.

I hear them both yell out as they rush Thundra from down the hall. I can't believe they're going to do that. Especially Gwen.

"What the-" Thundra takes her eyes off me for just a second, and an idea makes it into my oxygen-starved brain.

Instead of trying to break free of her grip, I aim my hands right at her face and open fire with all the webbing I have left.

"GARGH!" Thundra lets go of me to grab herself, and then both Gwen and Flash barrel into her, sending all three of them to the ground in a twisted heap.

Air. Air feels good. Air tastes good. I love you, air. Don't ever leave me again.

"Stupid children!" Wizard's peeling lockers off the wall, aiming right at Flash and Gwen. I don't think he cares if he hits Thundra too.

While it's nice to breathe, I think I'll have to enjoy that privilege later. I can't let him hurt Gwen. Flash . . . okay, I can't let him hurt Flash either. That'll just be a load on my conscience, never mind Flash being . . . well, Flash.

I get to my feet and slide on the slick hallway floors behind Wizard as he is about to let Gwen, Flash, and Thundra have it. I try to shoot with my right hand but it's out completely. My left, however, still has some webbing left. It'll have to do.

I grab Wizard from the back with the webbing, and before he can even react in surprise I throw him and send him bouncing down the hall.

"Schooled." Yes, I said it. I have quippage privileges, you know. Even lame, pun-filled quippage. Now, to reload my right webshooter, and check up on Gwen and Flash. Maybe if I'm lucky Thundra hasn't broken every bone in their bodies.

"I am never, ever, _ever _doing this again," Flash says as he untangles himself.

"Let's just get away before she gets the webbing off her head. I don't think she's gonna be happy about this," Gwen says.

Metallic footsteps. Uh oh.

I remember just in time to deepen my voice a little before I yell out. "You guys got bigger problems!"

Flash turns around. "Meep."

It's Klaw, and he's aiming right at Flash and Gwen. And Thundra too. Wow, these guys really don't care about her, do they?

I've just finished reloading my right webshooter, and just in time. I spray both webs, one for each normal civilian student, and they cry out as I pull them towards me.

Klaw unleashes his sound torrent but he only hits air and the hallway tiles, blasting them both. Underneath the webbing, Thundra screams in pain as she's hit too and blown down the hall. As I catch both Flash and Gwen, Thundra's coming right at me, but I step aside and let her go crashing down the hall . . . actually, right into Wizard as he sits up.

They're gonna feel that in the morning.

"Spider-Man!" Gwen yells.

I turn, and see Klaw aiming at _me _now. Oh boy.

I turn to my left. Principal's office. It'll have to do. Carrying a girly-screaming Flash over my left shoulder and a more silent Gwen on my right, I charge towards the door and kicked it down, making it inside just as Klaw takes another shot at me.

No time to think about anything else. I need to get them out of this building, and then figure out a way to stop all three of them for good. At leasst without Trapster, they don't have any surprises planned for me beyond what they already have.

I run up to the window and kick it apart, sending shards of glass out into the bushes. Thankfully, this is a first-floor room, so it's easy to make it outside, gingerly step around the glass, and run to the nearest sidewalk and set both Flash and Gwen down.

"Can I run now?" Flash asks, looking so panicked he had come full circle.

"Yes," I say.

Flash runs off making noises not unlike Curly from the Three Stooges. Appropriate. Still, it was nice of him actually helping me for once.

"You all right?" Gwen asks me.

"Uh, I'm fine. Got superhero stuff to do, get out of the area," I say, as quickly as possible so Gwen won't realize that this is Peter Parker doing a pathetic imitation of a 25-year-old.

I swing right back into the building, expecting Klaw to be waiting for me. But he's not. As I run into the hallway, Klaw isn't around, and neither are his teammates. They vanished.

It was three-on-one. Why'd they run away?

I hear police sirens then, and all of a sudden the answer's obvious. They didn't want to deal with the police.

And neither does Spider-Man. Too many cops buy into the "Spider-Man is a menace" talk.

Time to find my clothes and an inconspicuous place to pop out from. And then hope this never happens again.

* * *

Thundra is angry. "A few more minutes, Wizard. A few more minutes."

"We aren't being paid to deal with the cops," Wizard says as they take shelter in the alley, Klaw, undamaged, being the lookout.

"We could've crushed the cops," Thundra says.

Wizard is getting annoyed with Thundra's knee-jerk responses. All she ever responds to is more violence. Especially lately. It's like she doesn't care if they get caught.

"And then we'd have a ton of superheroes breathing down our necks, and not just the kid," Wizard says. He turns on his tracking device.

"Trapster's tracker is still on the boy. We'll be able to ambush him in a far more vulnerable spot soon enough. Let's just lay low for a few hours, and then we'll strike. He won't expect us to come after him again on the same day."

Thundra smiles. "I like this plan. I like it a lot."

Klaw just makes a metallic noise. Thundra frowns. "For a man made of sound, he's not very talkative."

A metallic noise that sounds vaguely irked in response. Wizard sighs. He hopes that some asinine, surreal argument isn't about to begin. He needs the peace and quiet to plan out the ideal ambush . . .

* * *

Life goes on. Even after something like the attack at the school. Life has to go on.

Midtown High is going to be closed for the rest of the week. Not only does the school need to be repaired, but they need to find a new principal, as the current one quit effectively one hour after the attack.

But the school will re-open, and we're not even top of the hour news. The big story right now is Dr. Doom terrorizing Europe by threatening to occupy the Czech Republic unless he got certain "concessions". One of which was international soverignity rights, so Dr. Doom can have diplomatic immunity. Pretty serious stuff.

It's not a normal reality anymore. Hasn't been for a decade, when mutants' existence were revealed, causing the public formation of the X-Men. Ever since then, superheroes have been crawling out of the woodwork, including yours truly. Has the world finally gotten used to them, used to _me_? Aunt May told me that before superheroes and supervillains that a school attack would be dominating 24/7 news coverage right now, instead of being a footnote. That's scary.

I barely got home in time to get dressed and be driven out to Uncle Ben's grave. It's not a fancy ritual or anything, but Aunt May did want to spend a few minutes here with Ben and leave him some flowers.

I still don't know the name of the man who shot Uncle Ben. All I know is that he threatened to "massacre" the police force as he was apprehended. He was just a completely-insane lowlife, yelling about money and hate and everything else. I could've stopped him before he shot Uncle Ben and I didn't, I was too obsessed with my own issues that I never thought to do what was right even if it inconvenienced me. I have to take responibility for not only what I do but what I fail to do.

But is this what Uncle Ben would have wanted? Am I making him proud, or am I disappointing him? There's no way for me to know. I hope he's proud of me.

Aunt May gets up and walks over to me. She isn't wearing black today, but her clothes are still formal, and seem to lack the energetic colors she prefers to don. "Peter, is something wrong? You haven't said a word since we came here."

"I was just thinking, that's all," I say. I look up at the sky for a moment, it's clouding over. It's going to rain soon. Fitting.

May looks away. "I know you weren't there when it happened, Peter. I'm glad you weren't. What happened that day was horrific, and I'm afraid that if you were there you could've been killed too . . . or instead."

May still doesn't understand, and I hope she never will. But it's hard to talk to her about this without hinting about Spider-Man.

"Still. It's not right. It's not fair. I could've stopped him," I say.

May shakes her head. "Don't say that. There's no way you or anyone else could've gotten the jump on him, Peter. He broke in through the basement, and there's no way to get behind him from there."

"That's not it," I say.

May raises an eyebrow. "Peter, what's wrong?"

"A lot is. He was amazing. He didn't deserve to-"

Spider-Sense tingling. Here. Right now.

Why? Why is it going off? Who's coming?

Suddenly, I hear an all-too-familiar torrent of sound coming right at me, and I turn to see the ground erupting right in front of me.

"Aunt May-"

I can't finish. Not in time. The ground launches both of us into the air and I crash by a tree on the edge of the cemetary. Unlike the last time Klaw got me, this isn't a direct hit. I don't feel as woozy or hear the ringing. Before the dust can settle, I duck and hide in the bushes. I need to get into costume, and save Aunt May.

I hear Wizard's unmistakable voice. "I can't believe it. Spider-Man is just a kid!"

Thundra. "I don't see him."

Wizard growls. "Of course he turns and runs like a coward. He must need his colorful spandex to feel brave."

I almost come out and fight them right then and there. But Klaw already has Aunt May, who is apparently unconscious. If I intervene now, they'll just threaten to kill her if I give up.

Wizard turns to Klaw. "Blast every part of this cemetary down if you-"

Thundra, surprisingly, speaks up. "Have respect for the departed, Wizard. We know that Spider-Man is hiding nearby. Let's take the woman to a more _private _site. Where we can settle things on our own terms without the possibility of outside interference."

They're gonna leave. They're gonna leave and make Aunt May a hostage. I can't let them do that.

Still, how did they find me? How do they know I'm Spider-Man? How . . .

Suddenly, the realization hits me. I check the area where Trapster had glued me to the brick wall this morning. I feel something small, something metallic. It's so difficult to pull off my costume I tear a piece of fabric in order to get it off and look at it.

An obvious tracking device, shaped to be nearly impossible to feel and almost as difficult to get off. They've been tracking me all along.

I break the device in my hands. I blew it again. It should've occurred to me at the school that something strange was going on. But it hadn't.

Fury's right. I have a lot to learn about responsibility.

They want a more private site? They can have it. I'll follow them the whole way, I'll use their own tactic against them. Spider-Tracers are expensive to make and it's difficult to find the parts, and I only have two of them total. But Aunt May is worth more than anything else in the world.

I remove the web cartridge in my right hand and load the tracer instead. I sneak through the bushes to find the best target. The obvious choice is Klaw. He's in a metal exoskeleton, probably can't feel a thing. My tracer isn't as _refined _as Trapster's, if I hit Thundra or Wizard they'll probably notice.

I'll hit Klaw on his Achilles heel. The least obvious spot for one of these things.

Without hesitation, I aim and fire . . . and then Thundra steps in front of Klaw.

Instead of hitting Klaw's heel, I hit Thundra's.

I barely withhold a gasp and duck behind the nearest tree, waiting for Thundra's wrath. I even close my eyes, this is gonna suck, this is gonna hurt . . .

Nothing.

Thundra, miraculously, hasn't noticed. Her voice is calm. "We should leave as soon as possible. We need to speak to our liaison regardless. This whole assignment's been far more trouble than we imagined."

"I agree," Wizard says. "Klaw, let's go. Follow me."

And they all leave, just like that, taking Aunt May with them.

Now, I just need to follow.

It's getting dark, and overcast. Perfect.

I just hope that they don't hurt Aunt May before I hurt them first.

* * *

I usually love swinging through the skygraspers, it's like a roller coaster ride with me at the controls, and I can change how intense the ride gets at will. But not tonight. Not _this _night.

I built an app into my old smartphone that's basically a modified GPS. I can track Thundra wherever she goes as long as she holds onto that tracer. Hopefully, no one will notice it. Not before I get there.

And even if they do notice, they know I'll be coming anyway. Just sooner than they thought. Which is fine with me. It'll be nice to make them worry about an attack for a change, instead of me. They can be the ones caught off guard.

It occurs to me as I dart between the buildings that this is it. Aunt May is going to know. There's no way I'll be able to disguise myself from her. She's going to know _everything _and I'll have to stop being Spider-Man because there's no way she'll let me do this anymore. Not to mention that I've been lying to her this whole time about what I've been doing. She won't appreciate that at all.

The reason why I didn't tell her anything was to protect her. But obviously that doesn't mean anything anymore. Maybe I should've told her from the start. Maybe she'll have been more understanding. Maybe she would've let me do it.

But now? No. This is the last night that the oh-so-amazing Spider-Man will be out and about. But I'll make this one memorable.

And then I'm going to take responsibility for my actions and my mistakes and pay whatever price there is.

They've brought Aunt May into stockyard, and I track her down to a warehouse that fittingly doesn't look like it's used all that much. Well, other than the hired goons they have patrolling around the warehouse . . . and, as I notice, _beyond_. It's going to be difficult to be able to neutralize them all by myself without them catching on.

Maybe I can try to skip them and just deal with the supervillains head on? No. I can already picture the goon army coming in and, well, disaster. Unfortunately, being bulletproof is not one of my superpowers.

I wish this was a video game where the goons would conveniently forget about you after a certain distance.

Well . . . I should probably wipe out the roving patrols first. Then, after I take out enough of them, do something about the guards standing still. Once they're done, there's a ventilation system on top of the warehouse. I'll sneak in through there, take Wizard out right away, then neutralize Thundra. I have no clue what I'll be able to do to Klaw. Killer robot firing sound everywhere. Likely can't feel pain, and punching metal is counter-productive.

I'll cross that bridge when I get there.

_Click_.

Or maybe not.

A female voice, she doesn't sound much older than me. "If we were the bad guys, you'd be dead right now."

I slowly turn around. "If you were the bad guys my Spider-Sense would've gone off."

She's a girl wearing a very peculiar coat that covers her figure, and she's wearing goggles that obscure her eyes, and have an odd golden glow. Her hair is casual and somewhat short, and, I'm taking a guess, a redhead. Her weapon that went _click _is a gun that looks even more peculiar than her coat, the gun is right out of steampunk-land.

Surrounding her were two guys and another girl, all wearing their own peculiar outfits. It takes me a second to realize they were teenage superheroes like me.

"Uh . . . who are you guys?"

The girl smiles knowingly. "They are my teammates and I'm their leader, Spider-Man."

The realization hits full force. "You're with Nick Fury?"

"Yup, guilty as charged. Consider this an audition, both for us and for you."

Um . . . to be continued.


	2. Chapter 2: Portrait of a Summer Thief

Well, I finished this yesterday so might as well post it, right? XD Believe it or not, it took me two months to write and edit this, so, uh, yeah, updates for this story won't be incredibly frequent. It took a LOT of work for me to put this together.

Anyway, I hope this chapter is enjoyable to people . . . or to whoever's reading this . . . yeah . . .

Here we go. Again.

In case you wish to know my "mood music" for this story, it's Maiko Iuchi's _A Certain Magical Index_. What can I say, I like my sentimental techno/rock with piano & strings/woodwinds on top.

You will notice that some of the characters, again, have been tweaked from how they are in the comics, particularly one of the girls. It will be justified later in the story.

* * *

**Chapter Two: Portrait of a Summer Thief**

_"And now it is time for the 'Worst Supervillains in the World', where we discuss the absolute worst of the superpowered among us. _

_ "Number three, we have Mole Man. This pathetic example of a supervillain decided to try to break The Living Laser out of his cell . . . only to burrow into an empty cell instead. But Mole Man's blunder isn't the scary part. We are lucky that our prison's defenses were breached by an idiot who took a wrong turn. If he had not made that mistake, a villain far worse than Mole Man would be out on the streets right now. Apparently, our prisons are not idiot proof, unless the idiot proves to be self-defeating._

_ "Number two, we have Titania, who, in all of her wisdom, decided to march right on the Avengers mansion by herself, and was disabled in one blow by the Black Panther. Look, Titania, no one's afraid of you anymore. You aren't only terrible at the supervillain game, but _negligible_. And yes, I can hear your big, dramatic 'nooooooooooooo' from here. Sorry, but someone's got to tell the truth here. Find something more productive with your time . . . like, construction or something._

_ "And number one, we have indie band The Tender Box, who have somehow decided that Spider-Man is some great hero and wrote a song about him called "The Spectacular Spider-Man". And the most fiendish part about this song? It's_ catchy! _I can't get it out of my head! Especially the beat. Ooh, what an insidiously catchy beat. _

_ "Hey, wait a minute. Why are you interns playing this song right now? Turn it off! It's stuck in my head around the clock already! Now the entire nation has it stuck in their heads, morons! NOOOOOOOOOOOOO!"_

* * *

The other girl behind the goggles girl cocks her head a bit. "'To be continued'? Wha?"

"Did I say that aloud?" I ask.

"You did," said the African-American guy wearing a vaguely Captain America-esque outfit.

Great. My first meeting with my peer group and I'm embarrassing myself. Just what I needed. "Look, can you guys go, like, beat up on Mysterio or something? It's his time of the month."

"Huh?" asks the other girl, who's wearing some kind of gray outfit with a cape.

"Mysterio. He always breaks out of prison after a while and tries to rob some random bank and I stop him. He'll be doing it any day, any hour now."

"Mysterio?" asks the caped girl.

"He's some guy who wears a goldfish bowl on his head or somethin' like that," says the final guy in the group, who is wearing a dark outfit that left his muscular arms exposed. "Not a big deal."

The goggles girl intervenes. "We can chitchat later. Spider-Man, Director Fury sent us to assist you, and give you a demonstration of the benefits of teammates."

"Thanks but no thanks," I say. "I work alone. Always have."

"You think you have a chance alone?" the goggles girl asks.

"Yes," I say, though I admit that my original plan was kinda pushing it in a lot of places. Taking a lot of chances, a lot of risks, odds that even Han Solo would not approve of.

The goggles girl sighs. "Spider-Man, you don't have to go this alone. I know you prefer it that way, but we are not here to recruit you. Not this time."

"Oh really? Then why are you guys here? To deliver pizza to me so I don't have to fight the Frightful Four - well, the Frightful _Three_ - on an empty stomach?"

"Mmm, pizza," says the muscular guy who_ isn't_ wearing a Captain America-esque costume. "Sounds good. Can I have bacon on it?"

The goggles girl holds up her hand before there could be any more words said. "We are here to give you a demonstration, Spider-Man. There is no catch. You don't have to join our team if you don't want to. Although . . ."

I do _not_ like it when people stop mid-sentence cryptically. Drives me nuts. "Although _what_?"

The goggles girl smiles at me knowingly again. "Fury can explain the rest to you later. Let's get you acquainted with us so we can go in."

"Yeah, sure. Why not? Knowing my luck I'm going to be bumping into you guys for the rest of my life."

The goggles girl smiles in this mysterious way. She _so_ knows something I don't. And I don't like that. That's creepy. And very likely a bad thing for me. Well, worse than Aunt May knowing I'm Spider-man anyway.

The goggles girl sighs and she relaxes a little, raising her steampunk gun a little. "All right. I go by 'Nomad'. I am the leader of Alpha Squad."

The guy in the Captain America-esque costume speaks next. "Patriot. Got super-strength, throwing stars, and I've got a souped-up motorcycle with all kinds of toys. Comes in handy."

The muscular guy puts his left fist into his right palm. "Power Man. I can absorb _chi_ to make myself stronger and my enemies weaker, and I got the super-strength thing going on too."

Finally, the grey-suited girl. "Heh, I go by 'Turbo'. Sorry, I couldn't come up with anything better . . . I can fly, fire air blasts, I seem to have a talent for punching people in the face, I'm bulletproof, I can create a 'Turbo Punch', and-"

"Let's just say she's lucky," Power Man says, looking a little miffed.

"Well,_ you_ didn't stumble upon a magic suit that gives you superpowers," Turbo snaps.

Nomad facepalms. "Get along or I will have Patriot slam your heads together."

"Hmmph." Both Turbo and Power Man look away from each other, appearing like spoiled brats. I take it that there's some serious personality conflict going on.

It occurs to me that everyone told me what they can do other than Nomad. "Um, Nomad, you didn't exactly tell me your powers."

"I don't have any," Nomad says. "I'm a normal human being."

"That means she's cool," Turbo adds.

Nomad sighs. "I've had to train really hard. I'm not like the others, or like you."

"Well, you got a fancy gun out of steampunk-land," I say.

"It's called the Elemental Blaster. Its cartridges are infused with magic from the Scarlet Witch," Nomad says. "I also have throwing stars, and my coat is made of vibranium."

She moves her coat a little, revealing her biggest surprise, a fancy-looking two-handed sword. "I was trained in swordfighting too. So I bring a lot to the table, even without powers."

She marches to the edge of the rooftop we're on. "We can't hope to disable all of these patrols before they catch on. We're going to need to be aggressive in some areas, and stealthy in others. It's only way we're going to get your aunt home safe, Peter Parker."

"Wait, you know my real name? And that I have a . . ." Wait, this shouldn't surprise me at_ all._ I bet Nick Fury told them_ everything_. He probably did some fancy-type mission briefing. Talk about having zero privacy. My life is an open book to SHIELD, and nothing about me is sacred.

Nomad nods, still gazing at the warehouse. "We were told enough."

"I am_ definitely_ expecting you guys' life stories once this is over. This ain't fair."

"Don't blame us, it's Director Fury's orders," Nomad says. "You disagree, join my team, and discuss the issue with the man himself. He has a personal interest in Avengers Academy."

I remember Nick Fury saying something about an "academy" from this morning. Is this was Fury was talking about? Are these people from that academy? They can't be very experienced at this, if Fury is still setting the academy up. They could make things far worse, for everyone involved.

"He mentioned an academy to me this morning," I say.

"It's a joint operation set up by the Avengers and SHIELD," Nomad says. "My team isn't fully operational yet, but we've had some actual missions before. It's not like we're green."

She takes a deep breath and exhales. "All right, I have a plan. Patriot, you're with me, we're going to cause a distraction before moving into the main battle zone. Turbo, Spider-Man, head towards the rooftop and see if there's a way to save May Parker without drawing attention. Power Man . . . mop up after Patriot and I. We're going to be leaving stragglers."

"Straggler duty_ again_?" Power Man asks.

Nomad smiles. "Hey. They'll be dazed and confused."

"You said that the _last_ time," Power Man says.

"What happened_ last_ time?" I ask.

Turbo giggles. "An angry mob chased after Power Man for about a mile. I had to go back and rescue him."

"Ergh," Power Man growls.

Something tells me that this isn't going to end well.

* * *

"What'cha got on the woman?" Thundra asks Wizard. The woman has been unconscious this whole time, mostly because Wizard has kept her drugged this whole time by hooking her up to an IV. Wizard has had keeping live hostages backfire on him. Live hostages can_ move_. Comatose ones just stay perfectly still, and can be manipulated as necessary.

"Her name is May Parker," Wizard replies. "She has a job at a physical rehabiliation center frequented by professional athletes. Clean police record, lost her longtime husband last year. And, of course, her nephew is Spider-Man."

"_She_ doesn't have any powers though, right?" Thundra asks as she has her foot brush up against May, as if trying to wake May up.

This annoys Wizard. Thundra just didn't seem to get it. At least Klaw's willing to stand in the corner and not do much of anything unless instructed to . . . though Klaw can't exactly talk so he can't add anything to the conversation. But Thundra? Wizard is seriously contemplating whether_ she_ should've been the one used as the bait for Spider-Man, not Trapster. Missing Trapster means that the booby traps around the warehouse are more simplistic than they could've been, and the Frightful Four now have to rely on hired guns just to keep the place secure.

"Of course not. She's an ordinary woman. If you hit her, her bones would shatter into dust."

Thundra chuckles. "I bet our boss, whoever he is, would get a kick out of that."

"Well,_ I_ wouldn't," says a deep, mildly gruff voice from behind them.

Wizard turns, and suddenly someone new was in the building. But his skull mask was unmistakable even in the relative darkness.

"Taskmaster."

"There is nothing to be gained by injuring her," Taskmaster says as he moves inbetween Wizard and Thundra. "What we need to do is wait. Spider-Man will come here eventually, probably tonight, if his brazen behavior of the past holds any water. When he comes, we will need to end the fight quickly and as quietly as possible. We aren't the only ones in this warehouse district and I don't want to have to deal with the police in order to extract our objectives."

"We could make mincemeat out of the police," Thundra says.

"But we won't," Taskmaster says. "If we were to attack the police, we will turn New York City into a war zone. I do not agree with that eventuality and neither does our superior, which is why I'm here to take charge after your school debacle"

So, Taskmaster was sent here on Osborn's behalf. This explains why Taskmaster has an interest in Spider-Man in the first place. Spider-Man had always seemed _below_ Taskmaster's notice before. Wizard was somewhat displeased by this news, however. This meant that Osborn had lost confidence in the Frightful Four and had hired someone_ else_ to make sure the job was done right. It was insulting.

_I don't like being a pawn in someone's game. Next job we take, I am making sure we aren't being used and spat out._

Taskmaster looks at Wizard, as if analyzing his thoughts. "I sense your displeasure."

"I just want to get this over with," Wizard says, partially telling the truth. But no. He was_ mad_ now. No one used the Frightful Four as a second-tier band of red-shirts! No one!

"If you have something to say, say it," Taskmaster says, his rumbling voice just a little edgier.

"I have nothing to say to _you_. You're doing your job," Wizard says. "It's our _boss_ I have words for."

"Perhaps some day you'll meet him personally instead of digital communications," Taskmaster says, as he pulls out a device that has started beeping. He looks at it for just a few seconds, then sighs as he puts it away. "Meanwhile, we have patrols not checking in."

"He's here_ already_?" Thundra asks, her eyes wide with surprise.

"Yes," Taskmaster says. His voice is filled with a morbid determination. "And too many patrols are unresponsive. I believe he brought reinforcements."

Wizard is stunned. "This wasn't in the file on Spider-Man! I thought he was supposed to be a loner!"

"I don't think the reinforcements were originally in Spider-Man's plan," Taskmaster says. "I think the reinforcements are from somewhere else."

"Where?" Thundra asks.

"SHIELD," Taskmaster says darkly.

Wizard feels like his heart is going to explode out of his chest. "Argh, I did _not_ sign up for this."

"Prepare for an assault," Taskmaster says. "I will keep May Parker under control personally. Let's end this _quickly_."

"Finally, something you say is agreeable," Wizard says, and he takes off at a run. As long as it wasn't the _Frightful Four_ that was ended quickly, at any rate . . .

* * *

A motorcycle shot through the night, going airborne for just a brief moment, and landed in front of twenty gangsters, all armed with the most ferocious firepower money could buy on the black market. They were not ordinary gangster-types. They were blocking the way to the main warehouse where May Parker was being held, and in order to get there, they needed to be dispatched.

"Patriot," Nomad says, readying the installed stun machine-gun in the side-car. "Criss-cross pattern. Hurry."

"On it!" Patriot revs the motorcycle and takes off just as the hired guns opened fire.

What happens next is nothing more than taking advantage of the terrain. Without losing a bit in speed, Patriot guides the motorcycle in and around the area where the mercenaries had dug in, allowing Nomad to take several quick shots before diving around another corner, only to make a corner and drive right through or around them again. The stun gun was basically a projectile Taser, knocking them out by targeting the nervous systems.

After the third pass, Nomad sighs. "Leave the rest to Power Man. We need to get to the main warehouse. Spider-Man and Turbo can't be too far away from there by now."

"No problem," Patriot says, and he spins the motorcycle back around, doing a wheelie in the process, and they rocket in the direction of where May Parker is being held.

_If that didn't alert them nothing will,_ Nomad thought. _We need to get in there as quickly as possible. This is the big test for us. For_ me. _I can't mess this up_.

She briefly glanced down at her sword. Her swordfighting teacher could bail them out if they got in trouble, but Nomad was in no mood to have that happen. To have her teacher bail them out was an admission of failure.

_I_ won't _mess this up._

* * *

For his part, Power Man is almost out of breath when he stumbles upon the remnants of the force Nomad and Patriot left behind. The four or five remaining thugs growl as they turn their blasters on him, and Power Man sighs.

"Give me a break."

He quickly get behind cover as they open fire, but without breaking stride Power Man charges through the small locked door into the warehouse next to him, and he remembers where exactly the last thugs were as he had begun running.

_Cinco, cuatro, tres, dos, uno!_

At the last step, Power Man changes direction, and, leading with his right shoulder, blasts through the warehouse wall . . . knocking one of the thugs all the way across the passage in the process, where he slams into a bunch of crates and collapses in a tangled heap.

The other thugs, caught completely off guard, don't stand a chance.

Here is the brilliance behind Power Man's abilities. He can drain the fighting spirit of those around him, making them weaker, and Power Man stronger. It's more dramatic when faced with a super-powered individual, but the minor difference against a normal human, especially four of them, is still significant. It slows the thugs' reactions down just enough that Power Man can move swiftly between the four, wiping them all out before they can fire any more shots.

He takes a moment to catch his breath._ That was easier than I expected_.

He hears footsteps then, and as he looks, six more of the thugs emanate from around the corner, all aiming at him.

_Some clean-up this is. This is more like doing my "pals'" work for them because they're lazy! Power Man readies himself._ Time to do this all over again.

* * *

Turbo is_ fast,_ not that I should be surprised. After all, she's called "Turbo" for a reason, and I guess her flying speed would have something to do with it. But it feels almost embarrassing to be barely keeping up with her. I have to swing around and climb buildings. It's almost as if Turbo can stay above any fray, and wipe any bad guys she feels like taking on at her leisure by just hitting them with her wind gusts.

Why can't _I_ get a suit like that, huh?

Turbo laughs after creating a momentary whirlwind that sends four of the mercenaries spiraling into the air, having them all land on the rooftop I'm on. Two wind up crashing right through the roof and fall inside the building itself. Pretty sure they're out of the fight at this point. "Too easy! Why do these guys even bother hiring henchmen anymore?"

One of the thugs she sent flying is getting up, and he's trying to aim his gun right at her. Not knowing if Turbo has invulnerability against lasers or not, I web him before he can take aim and send him flying towards me, and I end his resistance with a punch to the chin. Just to be safe, the_ other_ bad guy gets a thorough webbing up, leaving him in a cocoon, for all intents and purposes.

"You're taking them too lightly. Be responsible," I say.

"You sound just like Nomad," Turbo sighs. She looks towards the main building in the warehouse complex. "That looks like a Bad Guy HQ if I ever saw one."

My Spidey-Tracer is confirming her assumptions, that is, if Thundra isn't playing me. At this point, though, I have no other options. Not if I want to save Aunt May.

"It looks like it is. Just don't rush in. We don't know what's in there."

"We know what's in there. Your aunt and bad guys," Turbo says.

This girl is clearly new at this. She doesn't quite understand what I'm trying to tell her. "I meant we need to have some kind of plan or we're just going to wind up being hostages too!"

"Fat chance," Turbo laughs. "C'mon, follow me. Let's scope this out."

She flies over the main warehouse roof. I have no idea how she can do that, hover and then fly. It's making me jealous.

I swing over to the roof, and then Turbo and I look through one of the top windows into the warehouse below.

"Aw, great," I say. "They're definitely alert."

"Well, Nomad and Patriot _are_ causing some noise," Turbo says, as an explosion ignites in the distance.

It takes me a moment to realize what Nomad meant by a mixture of action and stealth. The stealth part is Turbo and I. We're going to grab May while everybody else is just causing as much chaos as possible.

But then, as I'm about to tell Turbo the improvised plan forming in my head, I see someone new. Someone not part of the Frightful Four.

He has a tan hood and a skull mask on, and at his side is a_ seriously_ ginormous sword, one that makes even Nomad's look second-rate.

"Who's that guy?" I ask, praying Turbo knows.

"Uh . . . I think that's some guy named Taskmaster," Turbo says. "I dunno what he can do. I know Director Fury brought him up in our briefing, but . . . well . . ."

Great. She doesn't pay a lick of attention when people are talking to her. I can understand that at some points, like, say, a lecture about William Shakespeare, but when your_ life is at stake_? I want to shake her until she blows me off the roof! What is wrong with her?

Then again, she reminds me of how I was when I first got started. I wasn't taking enough responsibility. Heck, that's why J.J.J. hates me so much, I endangered his life three times. And my fight against Trapster, Fury had been right, there_ was_ a way to shorten that fight. I should've just webbed up Trapster's gunk machine right from the start. That effectively would've ended the fight with significantly less of a mess.

Now I see what Fury means. Maybe that's why he wants me at his academy. To make sure newbies like Turbo don't make the same mistakes I've been making.

"All right," I say, hoping to get Turbo fully focused on the mission. "You go in, and cause chaos. Try to take Klaw out if you can."

"Klaw? You mean the giant metal bad guy?"

"Yeah, him."

"Always wanted to beat up a giant metal bad guy. It's like I'm in an anime or sentai."

Must. Resist. Urge. To. Shake. Her. Silly. "Focus, Turbo! Klaw is living sound and has a metallic exoskeleton! You're probably the only one who can take him on and use his powers not only against him, but against his allies!"

"Huh?" Turbo asks.

The plan is coming to me as I talk. This is what I mean by an improvised plan. I'm very good at coming up with stuff on the fly. "The wind can affect how sound carries. You can blow Klaw's attacks into his buddies and that Taskmaster guy . . . and at Klaw himself!"

"Oh!" Turbo cries. "I get it! You're a genius!"

"Why, thank you-"

"Now let's beat them senseless!"

"Hey, wait!"

Turbo busts in through the glass windows, and I'm left wanting to facepalm. Talk about no concept of "stealth". Why, exactly, did Nomad have her and I team up again?

"Hey, metal guy! Eat this!" Turbo shouts, and she lets loose on Klaw. But, in the background, I already see Thundra and Wizard turning on her. I can't let Turbo get surrounded. Even with her power suit, I am sure those two, and Taskmaster for that matter, are capable of harming her.

Wizard runs right below me. Oh, this is too easy.

I shoot my web at him and snare him right on the back, and Wizard can only yelp as I yank him towards the roof. As he enters the hole Turbo made, seeming to float in midair right before gravity can take back control, I punch him in the face.

Wizard can only go flop on the roof until he lays to a rest. But that wasn't enough to keep him down. He's already trying to struggle to his feet.

"You . . . interfering little-"

A blast of Klaw sound tears through the roof Wizard was laying on, and Wizard is sent flying roughly a zillion feet until he crashes somewhere in the distance.

Yeah, don't think he'll be getting up for sure now.

All right, with Wizard out of the way, and Klaw in battle with Turbo, that leaves just Thundra and Taskmaster. Fight the unknown or the warrior woman who tried to choke me to death.

I think I'll take the unknown.

I jump through Turbo's hole and swing over to a nearby crate stack, and I watch the battle. Turbo's trying to follow my advice, blowing Klaw's sound in every which direction, but Taskmaster and Thundra are both fast enough to dodge the attacks. But with each Klaw blast comes more collateral damage, sending debris all over the floor, and bending and shattering parts of the wall. If this battle keeps up, the whole warehouse is going to come down.

Not on top of Aunt May. This isn't what I had in mind at all. I thought Turbo would be able to control herself better, but I should've known otherwise. She just isn't responsible enough, just like me. I've already lost Uncle Ben because I didn't show responsibility. I can't lose Aunt May, especially because of my own plan!

The front door blasts open to my side, and here comes Nomad and Patriot busting through. "Patriot!" Nomad yells, and the motorcycle skids to a halt and Nomad jumps out.

"Turbo, behind you!" Nomad yells.

Just then, I realize that Taskmaster was about to attack Turbo. Nomad's warning gives Turbo enough time to spin around and attack Taskmaster in turn, but he easily dodges the attack by jumping to the side, onto a crate stack, and re-directs his momentum to lunge right at Turbo in the air.

Only got a split second-

I web Taskmaster and try to yank him towards me, but the man is fast. Before I can bring him five feet towards me he takes his sword and slashes downward, severing my webbing and he lands on his feet gracefully.

And then his unnervingly creepy skull mask looks right at me.

Uh oh.

He's fast. Exceptionally fast. He takes off at a sprint right at me and I immediately try to swing away, but he's already on top of me in seconds! Before I can make two swings in the air, Taskmaster's sword slices my webbing, and I'm in free fall.

Smacking the ground face first hurts, superpowers or no superpowers. Oh, this hurts.

I turn around just in time to see Taskmaster striding towards me quickly but purposefully. Every single bit about his body language suggests composure and grace, like someone who has made fighting into an art form. His voice is low, rumbling. "You came as expected. Hold still when I secure you. There will be some momentary discomfort."

It takes me a moment to realize he's going to stab me with his sword.

Oh no. No way. No, no, _no_. I like my body without blade-shaped holes in it, thank you very much!

I try to web him but Taskmaster steps aside, like he has a sixth sense and knows exactly what I'm going to do. He comes at me from the left, but before he can stab me, another blade crosses his path and blocks him.

It's Nomad.

Her voice is clearly strained. "Spider-Man, get May Parker. This guy is mine!"

Don't need to tell me twice, lady. I'm out of here!

In a way, I feel relieved to be given an excuse to run away.

Taskmaster is unlike nobody I've ever faced before. The way he was effortlessly dodging my every move . . .

He's far above my level. I'm totally below his league, so much so that I'm effectively six feet under in seconds.

Fighting him is actually terrifying.

Terrifying unlike anyone else I've ever seen.

* * *

Nomad and Taskmaster don't stay locked for very long. Quickly, they attack and parry, assaulting each other like the well-trained fighters that they are. They move so fast it's almost a blur to watch, but Nomad, being younger and not as strong, wears out much faster at Taskmaster.

Nomad knows her teacher is just waiting to intervene. But as her heart pounds against her chest so rapidly she feels like it's going to explode, she refuses to call for her teacher's help.

_I can beat this guy. I have to. He may be Taskmaster but I must!_

With every move she makes, Nomad knows Taskmaster is learning her move, copying it, storing it inside the databank that was his brain. The brilliance of Taskmaster's ability wasn't unlimited, Taskmaster couldn't copy or memorize any superpowers of his opponents. But learning a fighting style just from observation was something Nomad was definitely afraid of.

More so than ever, she was not going to call upon her teacher. Last thing anyone needed was Taskmaster knowing how Nomad's teacher could fight.

Patriot comes bounding towards Taskmaster from Nomad's right. He's silent, purposeful. A sneak attack. Taskmaster sees Patriot coming at the last second but can't defend himself as Patriot gives him a football tackle around the waist and barrels Taskmaster towards the ground. Before Taskmaster can attempt to slash Patriot, Nomad's lifelong friend immediately jumps away, and backs up to Nomad's position.

"Klaw did a number on the bike," Patriot says. "But I don't need it."

Patriot extends his shield, loosely based on Captain America's but more of a star shape than a circular design, and puts a couple of throwing stars in his right hand. "I'm here. What do you want me to do?"

It is then when Nomad sees Thundra attempting her own sneak attack. "Patriot, watch out!"

Patriot sees Thundra coming but can't suppress a gasp of surprise as he raises his shield. Thundra hits the shield so hard that the sheer momentum knocks Patriot across the warehouse and sends him slamming into the wall.

Nomad raises her blade. Is this going to be two-on-one?

Thundra eyes Nomad for a second, and just chuckles and gives Nomad a lopsided smile.

_Okay, what's that supposed to mean?_

Thundra then charges in Patriot's direction, but Nomad has her own distraction.

Taskmaster is trying to run away.

_Taskmaster is the objective. But my teammates . . ._

Finally, Power Man enters the building, gasping for breath. "Nomad . . . what . . . do you want me to do?"

"Help Patriot and Turbo! I'm chasing Taskmaster! He's the primary objective after securing May Parker!"

"B-But-"

"There's no time! I'll be right back!" Nomad puts the sword away and draws her Elemental Blaster.

_Scarlet Witch, your magic better be as good as advertised._

She aims at Taskmaster's back and pulls the trigger.

A surprisingly large geyser erupts from the Blaster, and the water jet rushes right towards Taskmaster at a speed not much slower than a bullet.

So fast, that even as Taskmaster recognizes the onrushing wave coming, he can't dodge it. Not completely. The best he can do is limit the damage, but he is still hit with enough force to be blasted through the wall.

Nomad, for her part, can only stare in amazement._ Wow_.

Quickly, Nomad reloads the Elemental Blaster. _And this is supposed to be a weaker cartridge! I'd hate to see what the strongest ones can do!_

Nomad runs through the hole she created, her boots sloshing through the wet puddles she's made, but when she emerges outside, Taskmaster is gone.

No, wait. There he is, trying to run behind the corner to the left.

_You're not getting away. They've placed so much trust in me. I'm not letting them down!_

She gives chase, running into the night.

* * *

I can see Aunt May, tied up and in a corner, her eyes closed, straight ahead of me. To my right, I can see Klaw_ finally_ get hit by his own sound and he's sent spiraling through the air, cutting across my vision for a split second, before crashing in a heap on the ground.

Klaw struggles to get up, but Power Man comes barreling towards him and hits Klaw with a shoulder charge. It's so powerful it leaves a dent in Klaw's armor, and Klaw crashes into a pile of crates that promptly fall all over him.

Looks like the battle's wrapping up, but Thundra's probably still around somewhere, and I can't underestimate Taskmaster. The way he had so quickly changed his attention over to _me_ is nervewracking. Why had he done that? Thundra had been closer than I was, so why didn't he just order her to go after me?

Wait. The Frightful Four had said that_ I_ was the target. Everything else was just a distraction for Taskmaster. The moment I showed myself, he dropped everything to try and subdue me. If it wasn't for Nomad dropping in when she did, I'd be his prisoner right now with a sword stab somewhere in my body.

Scary.

I run over to Aunt May, and briefly try to force her ropes loose. No dice. I'm going to need to cut her loose . . . too bad I don't bring a knife of some kind with me. A skintight spandex uniform doesn't exactly have room for pockets.

Great. How much do you expect some guy is going to shoot a video of me with Aunt May and post a video on the Internet and then J.J.J. is going to tell the world that I kidnapped somebody? How much?

Typical Parker luck says chances are highly unlikely.

But I don't have a choice. As long as there's still fighting in here, I need to get Aunt May away. She's not safe.

I put her on my shoulder and aim my left hand at the window Turbo smashed to kick the whole fight off. I swing there and bring May to the rooftop, where she begins to groan. She's stirring.

I swing her to a different rooftop, away from the fighting, as she wakes up.

"Wha? Wha? What's going . . ."

There's a small amount of hesitation.

Then verbal chaos. "What's going on here? Why am I tired up? Who's carrying me? Let me go you little-"

Typical Aunt May, even when lying down she won't take anything lying down. But I know what will make her stop. It might as well be right now that I tell her, no, _show_ her. It's inevitable at this point anyway.

I set her down. "Spider-Man? You? I oughta take your webs and shove them up your-"

I remove my mask. "Aunt May, it's me."

"A-wha?"

I turn towards her. "It's Peter."

Silence. In this darkness I can't see May's face clearly, but I have a feeling that her eyes have grown wide as saucers. But, after a few seconds, she sighs, almost resignedly.

"I had a feeling . . . that all this time, it was you."

Now it's my turn to be surprised. "You knew?"

"I was . . . _suspicious_," Aunt May says. "I-"

Metal noises, from behind me. And a growling, snarling contorted voice filled with pain and rage and yet sounds so familar.

"_Spider-Man_!" Wizard roars as he hovers behind me. Metallic beams are hovering with him, and it looks like Wizard was doing some manipulation, because they uncomfortably resemble spears.

"Can you stop? There's an innocent woman here!" I yell.

"No one is innocent here!" Wizard yells. "There is only-"

I know better than to let him talk. My enemies make the same mistake with me all the time, but I'm not going to let a villainous rant interrupt what I need to do.

I have my webshooters create a web ball and fire it right at Wizard.

Wizard groans as he's hit in the gut, but he stays in his current position. It's like being hit with a bowling ball, so this guy is using sheer determination to stay upright despite very likely getting the wind knocked out of him.

If he wasn't so determined to kill me, I'd actually admire that. To a point.

Wizard, however, has to hover himself onto the rooftop and stand on the ground. Clearly, the strain of the blow and and the strain to defy gravity is too much to handle at once. So he has a limit on his concentration.

"I . . . am . . ."

"You're not!" I yell as I charge right towards him.

He chucks one of the spears at me and I barely get out of the way in time, as I use my Spider-Sense to guide me. I can hear Aunt May calling my name, but I have to ignore her. I need to beat this guy. Before she and I get hurt!

I dodge two more of them, and then I'm close enough.

Pow.

I hit him in the chin so hard it makes my knuckles hurt. I can only imagine how much pain I put him through.

He staggers, but he clearly can't go on. He leans backward and finally falls to the ground, his remaining metal spears clanging on top of the rooftop.

It's over.

"Peter!" Aunt May yells again.

I just turn and smile at her. She's all right. That's all that matters. I know she's going to kill me for everything that's happened and all the lies I've told to her, but for right now, I'm happy. Even though it's likely the end of the amazing Spider-Man.

It's just enough to know she's alive.

She's trying to stand up, but her restraints don't let her. I walk over to her. "It's all right. There won't be any more of this."

"Peter?"

"There won't be any more."

"You're right, there won't," says a new, female voice.

I look up, in the direction of the voice. My Spider-Sense isn't going off, so she doesn't intend to harm me, I think. As I look up, the air seems to shimmer until a woman comes into view. She's tall and blonde and wearing a SHIELD uniform.

"Not without my oversight," the woman says.

I absolutely, positively, can't wait to find out what she means.

Not.

* * *

_Where is he?_

Nomad rushes through the tiny roads and passages separating the warehouses, aiming her Elemental Blaster around every corner, looking for Taskmaster. But he always seems to be one step, one corner, ahead of her. The man moves faster than Nomad ever expected, even after watching Taskmaster turn on a dime and rush Spider-Man back in the main warehouse.

How can a normal man have so much agility?

Perhaps it is for the best that she lets him go. Taskmaster may be somebody she and her team just aren't ready for yet. Taskmaster may as well be Doctor Doom at this point.

She sighs, and turns around. That was enough chasing the man. She knows she's not being a responsible leader. There's still Thundra and Klaw back there, fighting her team._ That_ is where her responsibility lies.

But as she turns around, a taller man with a skull-like mask re-emerges as if from the shadows herself.

Yelping, Nomad frantically points her Elemental Blaster at Taskmaster, but he grabs her from the right wrist and twists the gun right out of her hand.

"Nice gadget you have there," Taskmaster says. "I assume SHIELD gave this to you?"

"S-So what if they did?" Nomad asked, her voice strained with pain.

"That is how SHIELD always ropes you in," Taskmaster says. "But then they put the knife in your back. That is what happened to me in SHIELD. I thought I was trustworthy but SHIELD decided I was not and they betrayed me. That will inevitably happen to you, young girl. Get out while you still can."

Nomad's eyes peer towards her sword. She was going to need to rely on her teacher's lessons to get out of this one.

"I-I don't h-have a choice!"

This is Nomad's gambit. She is naturally right-handed, but if she has to, she can use her left hand, and she repositioned her sword's sheath while chasing Taskmaster accordingly. What if Taskmaster got the drop on her and disabled her right hand? Just like he just did?

_Gotcha_.

As fast as she can, Nomad strikes, but Taskmaster sees it coming and jumps backwards just in time to only have some of his uniform shredded by the strike. Quickly, Nomad's aching right hand reaches into her uniform and she chucks a pair of throwing stars at him, but Taskmaster is ready for those as well and blocks both of them and then lunges right at Nomad, causing a collision that drives her back five feet before she can hold still.

"Not bad. Unfortunately for you, I've seen that move before," Taskmaster says. "You have talent at this. You'd be better served working for me."

"That won't happen!"

"Pity. But you're young and idealistic. I understand."

Nomad can't help but laugh. "I'm not idealistic at all! You have no idea what I've been giving up, what I've gone through! But there's someone I need to find and stop and this is the only way I can do it!"

"Oh really?" Taskmaster says, clearly not convinced.

"There is someone called the Winter Soldier," Nomad says. "I need to take him down, one way or another. You know of him?"

"I have heard that name . . . but I do not know his whereabouts. He and I are separate contractors," Taskmaster says.

It was a bit of a reach to expect Taskmaster to know, but Nomad had still wanted to check. And now that she got her answer, she knew what inevitably was going to happen.

"Then you are just a target for me to take down," Nomad growls.

"Good luck with that," Taskmaster says. "I have seen every single one of the moves you've attempted. I not only know how to use those techniques, but how to _avoid_ them. Your fate is sealed."

A footfall behind him all of a sudden. Taskmaster spins around. "What the-"

The _crack_ as a feminine fist smashes Taskmaster's mask and impacts his face makes Nomad almost shudder. Almost.

Taskmaster, for all of his memorization and incredible, borderline-superhuman agility and strength, is still a normal man, including in durability. He goes down.

And standing in front of Nomad and the downed Taskmaster is none other than Thundra herself.

"What?" Nomad asks. As far as her intel went, Thundra is one of the _bad guys_. Why would she double-cross Taskmaster?

Thundra just chuckles. "Your face is priceless."

She scoops Taskmaster up and flips him over her shoulder. "It should be clear that I'm on_ your_ side, Nomad."

"H-How? What? Why?"

Thundra chuckles again. "I had a change of heart. I just didn't reveal it to anyone until now."

"Well-"

"How do you think you kids tracked us down so easily? I _let_ your Spider-friend put his tracer on me. This whole thing was rigged against these people from the start."

A helicopter comes down in the distance.

"And there's our ride, Nomad. If you want your answers, I suggest you get on. It's going to be a fun ride."

_Oh, I'm sure._ At least being bailed out by Thundra wasn't as bad as being bailed out by her teacher.

But only just.

* * *

The SHIELD helicarrier. In my entire life I never imagined I would actually set foot on it.

But that's where I am, at ten o'clock at night, after a day of nothing but craziness. SHIELD's mobile headquarters, jam-packed with the latest tech and equipment.

The woman who brought me onto the helicopter smiles at me. Her voice comes through the headset I'm wearing. "You like it, don't you, kid?"

Aunt May is not as excited. "Why are you bringing us here? I want to go home and have a long discussion with my nephew. And as far as I know, you haven't told us your name."

The woman looks at Aunt May. "I am Major Carol Danvers. I am SHIELD's liaison for the Avengers Academy."

"That doesn't answer my question!"

"Everything will be answered in time."

We set down, and Danvers takes the lead and exits the chopper. "It's all right. Nothing to it."

I look at Aunt May. "Be my guest."

Aunt May gives me a look that suggests I'm in huge trouble no matter what I do. "Okay, I'll go first."

As I exit outside, Danvers walks me away from the chopper. "You won't have to stay here long, but Director Fury does want to speak to the both of you, and help me give you the grand tour, of sorts."

"Joy for me," I say. It's just putting off what Aunt May is going to say to me. The longer I wait, the worse the sinking feeling in my gut. I honestly prefer to get things over with than to put them off as long as possible, hard as it is to believe. After all, I've hidden this from everybody I know.

But as I walk, I hear a squeal from my right. I turn, and suddenly I see _Thundra_ of all people running towards a brown-haired man in a white lab coat and a strawberry blonde girl who doesn't look much older than I do. The scientist guy looks familar, now that I think about it. Like I've seen him on TV or somewhere . . .

"_Brucie_!" Thundra yells, and she giggles as she scoops the scientist guy in her arms and twirls him around. The girl, for her part, seems to be trying to persuade Thundra to not crush that guy's ribs.

Hey wait a minute. "Brucie". The familiar face . . .

Wait, is the guy Thundra's crushing/hugging/calling a pet name The Incredible Hulk?

"Uh, Major Danvers," I say. "What the heck is going on over there? My mind's kinda blown."

"Oh. Thundra's on _our_ side now," Danvers says. "But we had her stay as a double agent for a few more months so we could rope in the Frightful Four and a big-name villain too if possible."

"Well, but . . ."

"The man is Robert Bruce Banner, who, yes, is the Hulk. The girl is their daughter, she's named Lyra. Banner raised Lyra while on the run for many years."

"Wait, the Hulk has a kid?"

"For sixteen years, yes."

"A kid. With Thundra."

Danvers chuckles. "You'll have time to process that while on the way inside the facility."

Great. How much more weirdness am I going to have to process today? What I just saw was weird enough.

Less than two hours left in the day. There's only so much more weirdness to fit in. Maybe I'll get lucky.

* * *

Nope, more weirdness.

Nick Fury has both Aunt May and I sitting down at a table somewhere inside the Helicarrier. Aunt May remains thoroughly unimpressed by the SHIELD digs, or at least isn't letting them intimidate her. I would say "way to go, Aunt May", except for the fact she's going to yell at me later.

Fury sighs. "Well, I am sure the two of you had a more eventful night than you had planned."

"You don't know the half of it," I say.

"And you won't know it either," Aunt May says.

Fury smiles. "Try me."

Aunt May's eyes widen. "How long have you been watching us?"

Fury begins marching around the table. "Every time a new superhero, or_ supervillain_, emerges onto the scene, SHIELD goes the extra mile to discover his or her identity. It's not just for national security. SHIELD serves the free world. It is for the safety and tranquility of billions of people. It is to protect the newbie hero and his or her loved ones, and if the newbie is villainous, then he or she will have no secrets to hide from us."

"You are invading our-"

I have never seen anyone confident or strong-willed enough to interrupt Aunt May when she's mad, but Nick Fury is that person. "Our mission is to ensure that the billions of _normal_ people who are trying to live their lives in this chaotic world can still sleep at night! That when a supervillain decides to go on some random rampage, the stock market won't immediately implode from the panic! SHIELD has existed all this time to ensure that the world stays as normal as possible!"

"There is nothing _normal_ about the world. Hasn't been for years," Aunt May says.

"This is the _new_ normal, May Parker. And your nephew's _abnormality_ is both a gift and a curse. We have tried to stay out of your lives as much as possible, but now it no longer is. Someone has dark designs in mind for your nephew, May Parker, and this person knows your nephew's identity."

"Wait, _what_?" I shout. "How could anyone know? I've kept this a secret from everybody!"

"I know," May snaps.

Argh, that was the wrong thing to say.

"We are working out the person's identity," Fury says. "But he's connected. And he is after _you_, Peter Parker."

Now this morning makes sense, when Nick Fury tried to recruit me right in the street. He_ knew_ they were coming after me. But then . . .

"Why didn't your people try and help me until after Aunt May was kidnapped?" I ask.

"Sometimes people need reality to slap them across the face before they get it," Fury says. "Now, SHIELD will let both of you go back to your residence. You will still go to your job, May Parker. When your school re-opens, Peter, you can return to it as well. But you will be supervised and protected by SHIELD, and Peter . . . your days of going solo are _done._"

"What?" I ask.

"You either work with me, or you're done. You have proven your lack of responsibility with your actions today. It is time you learn what that word means."

He's serious. This isn't a joke. Just like that, he's going to revoke everything? Really?

I can't even look at him. "So . . . it's the Academy or nothing, right?"

"You can't be serious, Peter," Aunt May says.

"I haven't said that I agree with this," I reply.

Fury sighs. "Ms. Parker, your nephew has plenty of potential and talent. I will personally guarantee his safety as well as yours. The danger he has put himself in over the last year will not occur, under my watch, or Major Danvers'."

Carol casually waves at us from the corner she's been standing in. Even SHIELD agents can be total brats.

"You sent_ children_ to come and rescue me," Aunt May says.

"Very gifted children, with plenty of adult backup," Fury says. "The moment something went wrong, we were going to intervene."

"That doesn't make it right. I am offended, _highly_ offended, by what you are doing," Aunt May says.

"Then you and your nephew can sit around all day and let his gifts go to waste. Is that how you want it?" Fury asks.

Silence. Then Aunt May speaks, but not to Fury, but to_ me_. "Peter, why are you Spider-Man?"

"I was bitten by a genetically altered spider of-"

"Not how you got your powers, Peter. Why? Why do you do what you do?"

I can't believe I'm telling her this in front of Fury and Danvers. But even if I ask them to leave the room, I know they're just going to listen in. I'd rather tell them in front of their faces than have them listen to me like stalkers.

"Because I was irresponsible when I first got my powers. I didn't think anyone else's problems mattered. I didn't stop someone from robbing a woman when I had the chance. The person who robbed her went on to break into our house and kill Uncle Ben, and he shot two members of the police department before I stopped him myself later that night."

I take a breath, and Aunt May says nothing. I don't know if she ever will talk to me again. "Ever since then, I know I need to take responsibility, not just for myself, but for everyone around me. I can't just sit around and use my powers only for my personal benefit. I need to use it for as many people as I possibly can. I know my battles haven't been the most well-thought-out or calm, and I know that J.J.J. rants about me every other day, but I have saved a [i]lot[/i] of people and thrown a lot of bad guys, superpowered and not, into prison so they can't hurt anyone else."

Still nothing from her. She's really starting to scare me now. "That's why I do it, Aunt May. It isn't for the thrill or because I think my powers are awesome or anything else. It's because I don't want anyone like Uncle Ben to die because I didn't take action."

Silent treatment. Yay, way to go, me. I don't know what else I can say other than that.

May finally speaks. "I was suspicious, for a very long time, about what you were doing. It's not as much of a shock as I thought it was gonna be, or maybe it just hasn't hit me yet. Maybe it never will."

She sighs. "If this is what you want to do, Peter, I can't stop you. I shouldn't. But no more secrets from me. I can't handle any others."

"Uh, all-"

"And you tell Gwen Stacy too."

"Wha?"

"Don't 'wha' me, Peter Richard Parker. She's been your friend all your-"

"Actually," Fury says, "SHIELD would prefer if she remained in the dark about this, same with the rest of your acquaintances. The fewer who know, the more secure you are from_ others_ finding out who you are."

That reminds me of something important. "How are you going to find out who knows who I am? This can't exactly last forever, you know."

"Thundra was never in contact with the leader. She says he was only referred to as the 'boss'," Fury says. "Danvers?"

"Yes, sir," Danvers said as she walked towards the center of the room. "There were three supervillains caught in that along with the defecting Thundra. Klaw is incommunicado. He hasn't been able to utter a coherent word since being turned into living sound. I don't know if that's the truth or if he is just giving everyone that impression, but there's no low-risk way to find out."

"This is nerve-wracking," Aunt May says, admitting for the first time since Uncle Ben died she was actually scared or nervous about something.

"Then there is Wizard and Taskmaster. I say 'good luck' on getting Taskmaster to talk. He was once a top SHIELD field officer, led his own team. It's not worth the time or effort and in any case Taskmaster is just too dangerous. So that leaves Wizard. We hope we will get him to talk, by either carrots or sticks, fairly soon."

"Thank you," Fury says, and Danvers nods and vacates the center of the room.

"So, as you can see, we're working on that. Peter, you can have until your school, Midtown High, is re-opened in one week to make up your mind on whether you wish to join the Avengers Academy. Until then, because of this rather_ harrowing_ day, I suggest you don't take out the costume."

"Is that an instruction or an order?" I ask.

"A _strong_ recommendation," Fury says.

In other words, an order. Fine. "I get it."

"Good. Someone will contact you in one week then."

That sounds good and stuff to me, but as Danvers escorts us out, I realize something important. "Uh, how do you know that Midtown High will be back in one week? We lost our principal, had a lot of damage-"

"It will be. Just trust me," Fury says, a slight smirk appearing on his face.

I think I'm going to hate that smirk.

* * *

The one week goes by quietly. The only oddity is an increased amount of traffic outside our residence in Queens, though Aunt May says that waiting to back out of her driveway is, oddly enough, significantly shorter than usual. Oh, and a pair of new neighbors across the street. Three guesses on what they do for a living, right?

Aunt May doesn't say very much to me. I've tried multiple times to apologize, but she says it's not necessary. I don't know if that's true, or if she wants to talk to me as little as possible. I know I've _really_ made her mad, but she hasn't grounded me at all. Maybe she just feels there's no point, which makes it feel even worse than if she did ground me.

How strange is it to actually _want_ to be grounded?

SHIELD, strangely, doesn't talk with us. There's no sign of anything being tapped or interfered with. But maybe the phone has been tapped for so long we just don't notice any indicator at this point. I feel uncomfortable getting on the phone, or sending an email, or even texting or Skyping somebody. How much is being observed? Who is keeping tabs on me? Is it somebody's job at SHIELD to watch me every second of every hour, every _day_? It makes doing normal things weirder than ever.

I don't like "the new normal". Not at all.

Not even the school re-opening in one week, just as Director Nick Fury had predicted, makes me feel better. It just makes me feel worse. Because they're watching me_ here_ too.

Keeping tabs on Gwen. On Harry. On anyone else I scarcely associate with.

On the bright side, they're keeping tabs on Flash Thompson too. Though I'm sure Flash would be proud of the attention, on second thought.

"Peter?"

It's only the Spider-Sense _not_ going off that keeps me from leaping out of my shoes and banging my head on the school roof. As it is, I can't keep myself from tensing up.

"Oh, Gwen."

"Is something wrong? You've been acting quiet and nervous lately."

"Uh, you know, Flash Thompson, first day of school after supervillain invasion, y'know . . ."

"Oh jeez. Look, if Flash messes with you, come to me, okay? One look at me and he'll be running."

That's Gwen, always trying to be the bodyguard. "I-I guess."

Gwen smiles. "See? Not hard. Now I gotta go to class. Just stay cool during your free period, okay?"

"Yeah, sure."

"See ya." She leaves then, and I'm left standing here like an idiot.

When even my_ best friend_ is scaring me half to death, I know I'm in trouble.

And lo, and behold, my Spider-Sense goes off.

"Hey, puny Parker! Your Amazon gal pal ain't gonna rescue you this time!"

Do I_ really_ need this right now? I should just hang Flash Thompson from the school flagpole. All of SHIELD's gotta know who I am anyway. What's the entire school, entire city, the _entire world_ knowing my identity mean at this point?

"What's the matter, Parker? Givin' me the silent treatment? That's fine. I'll squish you like a bug . . . 'cause, you know, bugs are silent besides the wings thing, uh . . ."

"That punch line didn't connect," I finally say.

"Yeah," Flash says, scratching the back of his close-cropped head, displaying a rare show of humility that almost makes me think I'm in Bizarro-land. But the usual Flash comes back in an instant.

"But this_ literal_ punch will!"

But before Flash can do anything, his eyes widen and he only lets out a "Gack!" before he collapses to the ground. And behind him, is a tall, red-headed girl who is _not_ Mary Jane, her hand still in the end of a chopping motion

But her voice is instantly recognizable, even though her appearance isn't due to her being in street clothes and not her uniform "Get the idiot out of here."

"How . . . many Amazons . . . does Parker know?" Flash wheezes as two musclebound teenagers accompanying this familar girl drag him away and unceremoniously dump him in the nearest room.

"There's zero tolerance for stuff like that, you'll be expelled," I say.

"I think there'll be no proof that we did it. We're even going to wipe Eugene Thompson's mind of the whole incident. As far as he knows, he's been asleep in the men's bathroom this entire time," the girl says coolly.

"Uh . . ."

The girl smiles. "Hasn't it hit you yet? SHIELD owns the school, Peter Parker."

"Uh . . ." Yes, not my smartest hour. It's hard to talk when your mind's basically exploded into a thousand chunks.

The _other_ girl, who has dark hair with a bright blue streak in it, giggles. "His face is so funny when he's confused!"

"Michiko," the girl says.

"Right, sorry."

"Okay, what's going on, and who are you?" I ask.

"My name is Rebecca Barnes, otherwise known as 'Nomad'. You can call me 'Rikki'," the leader girl says. As she finishes, the two musclebound guys have returned from the empty room where Flash is presumably in for a _literal_ mind-screw.

"The rest of you can introduce yourselves," she says.

"Elijah Bradley," says the African-American guy. "Patriot."

A man of few words, I assume.

"Victor Alvarez," says the Hispanic guy. "There's a guy named Luke Cage who used the 'Power Man' alias in the past, but he doesn't use it anymore so I've taken the name on."

A man of considerably more words, I also assume.

The girl named Michiko smiles. "My name's Michiko Musashi. Everybody but Rikki calls me 'Mickey' though. Believe it or not, I wasn't born in Japan despite what my name. My parents, who _are_ Japanese citizens, just felt like being traditionalists and stuff so-"

"Michiko," Rikki snaps.

"Oh, yeah. Sorry, I've been told I talk too much but I'm working on that, honest, and I'm going to try to be more responsible too-"

"Michiko . . ." Rikki says. If this was a Japanese anime, stress knots would be all over Rikki's face right about now.

"Right, right, sorry! I'm Turbo."

A girl of more words than everybody else in the room, including me. That's, uh, saying a lot right there.

Rikki takes a deep breath. She tries to smile pleasantly but there's this cold demeanor underneath that makes it look almost threatening. It makes me feel uneasy. "So, SHIELD was looking for a place for the Academy students to be traditionally educated safely while in the middle of the general population, so we're still 'connected with society', whatever that means. Your incident last week actually provided us with the solution to that problem, considering how much of Midtown's staff quit and had to be replaced."

"Wait, _all_ of the Academy kids are here?" I ask.

"All of them. Including four others who are supposed to join the two teams, but they're mutants from the X-Men, and they're going to be phased into the Academy slowly. I haven't been made aware of their identities yet."

Mutants too. Geez, all of a sudden Midtown High is turning into a microcosm of the entire superpowered world. That's creepy. Potentially awesome, too. But more creepy than anything else. I liked it when things were normal.

"I think we're making his brain hurt," Victor says. "Look at his eyes."

"Lay off of him, it's a lot to take," Elijah replies.

"So . . ." I clear my throat. "What happens now?"

Rikki extends her right hand. "You're rough around the edges, Peter, but I like you. I'm not going to let Nathan get you if I can help it."

"Nathan?" I ask.

"Don't ask," Victor says.

"They got a rivalry thing going on, Nathan is like Rikki's kinda-sorta ex-boyfriend and they had a falling out and, y'know, typical break-up stuff," Mickey adds.

"Michiko . . ." Rikki looks like she's going to pop a blood vessel despite what seems to be a desperate attempt to remain pleasant.

"R-Right, sorry! Again!" Mickey says.

"You'll meet Nathan later. Hopefully _much_ later," Rikki says.

Her hand remains extended. "Peter, I understand if you don't want to do this right away. But we_ can_ help you. I _will_ make sure stuff like what happened last week never happens again. You'll be a better Spider-Man."

"An_ ultimate_ Spider-Man, that's what Fury said," I reply.

"That's one way to put it," Rikki says. "Now, will you join the Academy, join my team? We actually_ do_ need you."

As much as I don't like losing my independence, I know there's no other choice. The only way to become independent again is to _earn_ it back. And I'll do it, one way or another. I'll prove I won't need SHIELD schooling me or anything else!

But until then . . .

I take her hand and shake it. "Sure."

"Thank you," Rikki says. "After school tomorrow, we're going to take you on a grand tour of the Academy. But for now . . . just enjoy the rest of the day. But don't be surprised if we introduce ourselves to Gwen Stacy and anybody else who's remotely friends with you slowly and gradually . . . or even start hanging out with them. They're the most vulnerable targets now. They need to be protected too."

I don't like being reminded of them being vulnerable. But what else can I say or do? "Okay."

"See you later, Peter."

They walk away then, leaving me alone in the hallway. With everyone else either hanging out or in class, it's occurred to me that I had this entire conversation alone in the school.

Once again, creepy.

But this will end soon. I won't let myself get used to it. Nick Fury wants an ultimate Spider-Man, he'll get him. In spades.

And I will get my life back.

And this time, it will be for keeps.

* * *

So there you have it.

I dunno if anyone cares about voices, but here are the voices I hear when I write this. Out of respect for the USM voice actors, I'm keeping them in mind, and the four actors who got their roles removed in this fic (Greg Cipes, Ogie Banks, Caitlyn Taylor-Love, and Logan Miller), they all have roles here in my mind's eye, though Taylor-Love and Cipes don't have their roles until later.

Peter Parker/Spider-Man: Drake Bell (okay really Josh Keaton but Bell's the USM guy so . . .)

Gwen Stacy: Kate Higgins

Harry Osborn and Eugene "Flash" Thompson: Matt Lanter (yes he does both on USM)

Mary Jane Watson and Thundra: Tara Strong (yes she does both on USM too)

Rebecca Barnes/Nomad: Jennifer Hale (_yes_ she can do teens, listen to Sam on Totally Spies or Sheena in the first Tales of Symphonia, that's her)

Elijah Bradley/Patriot: Ogie Banks

Michiko "Mickey" Musashi/Turbo: Danielle Judovits

Victor Alvarez/Power Man: Logan Miller

Wizard/Bentley Whittman and Doctor Octopus/Otto Octavius: Tom Kenny

Norman Osborn & Trapster/Peter Petruski: Steven Weber

Taskmaster/Tony Masters: Clancy Brown

Nick Fury: Chi McBride

Carol Danvers: Debi Mae West

May Parker: Misty Lee

J. Jonah Jameson: J. K. Simmons

So there you have it. Not like anyone cares. XD


	3. Chapter 3: Peter's Suspicions

Well, here's chapter three, where we formally break with the USM storyline completely. Again, I would like to emphasize that liberties have been taken with many of the characters, much like the _Young Justice _cartoon does with its characters. It's up to you whether the liberties are good or not.

* * *

**Chapter Three: Peter's Suspicions**

_"For the Security Center segment tonight, we have this latest rumor of SHIELD being involved in a violent battle in the harbors of New York City, where one warehouse was badly damaged. However, all evidence was scrubbed off the scene before the NYPD was given clearance to go into the area. But, apparently, SHIELD is so comfortable in their innocence on the manner, they sent their Deputy Director here, Margaret Huff. She has served in SHIELD since its inception twenty years ago. How are you tonight?" _

_ "I'm doing fine, J.J.J." _

_ "Why do you people always call me-ahem, I'm mean, I sure you know why I-" _

_ "I just heard, J.J.J. And, as I'm sure you also know, there is no evidence of SHIELD involvement. What would we want in a random warehouse in the harbor?" _

_ "You tell me, Deputy Director." _

_ "I see we're playing_ this _kind of game today."_

_ "I'm not playing any games, Deputy Director. I want the truth." _

_ "The truth is that a warehouse was ransacked two nights ago." _

_ "Let me guess. 'You can't handle the truth', right?" _

_ "J.J.J., we are not interested in obstructing anything or denying the American citizen their right to know certain information. We are a security mission is to protect not only the United States but the entire world." _

_ "You people have a funny way of showing it. Ever since the superpowered-" _

_ "Our goal is to monitor and if necessary subdue the superpowered among us. We are responsible for the world being as stable as it-" _

_ "You are not!" _

_ "You have no idea of what we do, J. Jonah Jameson." _

_ "Maybe I would if you told us the truth!" _

_ "You are making yourself look unprofessional, J. Jonah Jameson." _

_ "How dare you accuse me of unprofessionalism when I'm doing my job, Deputy Director!"_

_ "Which is apparently yell at everyone." _

_ "What's that supposed to mean?"_

_ "Now, I have actual security concerns to worry about. Have a good night with your other guests, J.J.J." _

_ "But . . . but . . . well, there you have it, folks. This is typical SHIELD obstructionism by this so-called 'security' organization! Who do they answer to? What is on their airships? Who finances them? What are their benefactors? And why doesn't any nation challenge their authority? Let me tell you this, security without privacy and openness is not security! We'll be back after the break."_

* * *

"Keep pushing it, Patriot!"

"I'm on it!"

The motorcycle races through the night, darting through the streets and alleys. The one they're chasing is fast, an animal, full of brute force. As much as Rikki wants to turn on the turbolasers and blast the villain, she doesn't have any choice. Too many storefronts, too much potential for collateral damage. They need to wait to make the shot.

"Where is he?" Elijah shouts.

"He's blasting through the storefronts. He's a living battering ram!"

"I thought he was a rhino!"

"I get enough lip from everyone else, Patriot! Not you too!"

"Well, you _did_ assemble a team of smack-talkers! Might as well get in on the fun!"

Rikki wants to pull her hair out, but forces herself to stay focused. _I'm a soldier. This is what I do. I have to take this guy down._

The Scarlet Witch-powered Elemental Blaster was ready to fire. At the angle the Rhino's running, if he chooses to attack, Rikki is the one who would be attacked first. And that's how Rikki wants it. She's the leader. This is her responsibility. She needs to protect the rest of her team.

Suddenly from one of the storefronts, comes Rhino, just as Rikki had expected.

Rhino leaps into the air, clearly intending to land on the motorcycle and crush both Rikki and Elijah at the same time. For a second, everything seems to slow down to a crawl, Rikki's eyes fixate on Rhino's grinning gaze. For a second, Rikki contemplates her death.

Then her eyes narrow_. I am a soldier. I am not afraid_.

She aims the blaster at Rhino's head and fires.

She can just make out Rhino's eyes widening in surprise as a fireball erupts from the blaster, and Rhino is sent spiraling into another store, and crashes to the ground. Small pieces of rubble leave the impression Rhino left, landing on his head. He groans softly, incomprehensibly.

The suit had protected him from the flames but had created a Catch-22 as Rikki intended. She had overheated Rhino, as there was no ventilation in his suit, and so Rhino had no way to cool off.

The pair rolled to a stop, and Rikki immediately jumps out of the sidecar and runs over to Rhino, reloading in the process.

His eyes are partially rolled up, and he looks at best semi-conscious. He would be down for a while, more than long enough for SHIELD to get out here and secure the guy.

Rikki smiles. "He's down, Patriot."

"Oh, is he now?"

Elijah turns off the bike and runs over. "Oh geez. Think you went a little too far?"

"He'll live. We just need to call SHIELD and tell them we got somebody for them to pick up."

"Why did we need to go after this guy again? Isn't he Spider-Man's territory?"

Rikki's smile grows wider. Elijah is smart, but he isn't the most strategic-minded. He's good at reacting to things on the fly, but couldn't plan very far ahead. This is what _she_ is good at, conversely.

"Because we need Spider-Man to focus on us and _only_ us," Rikki says.

Elijah picks up on it immediately like he always does. "Oh, I get it. By securing his rogues gallery he doesn't have any more superhero distractions."

"That's right," Rikki says, as she nudges Rhino's head with her foot. He groans softly in response. He _definitely_ wouldn't be getting back up.

"If this guy is typical of Spider-Man's rogues gallery, this shouldn't take too long," Rikki says. "We're going to systematically wipe them out until he has no further distractions."

"Well, with Rhino defeated, who's left?" Elijah asks.

"We've got . . . Vulture, who's a recluse, and he can fly. I think we're going to save him for last and bring Turbo in on it because she can fly too. Then there's Scorpion, Sandman, Shocker, Beetle, and that goldfish bowl guy."

"Mysterio," Elijah corrects.

"Yeah, that guy. Those are the ones who are on the loose currently. Oh, and Doctor Octopus too, but he's gone recluse as well, he's been off the radar for over six months. We'll worry about that one when we have to," Rikki says.

"We're going to take them all out?" Elijah asks, his voice just a little surprised.

"We don't have much of a choice," Rikki says. "We need our newest team member to focus on his duties as a member of the team. I don't want him worrying about any other responsibilities. Period."

She pulls out her com. "SHIELD Actual, this is Double-A Actual, Squad Alpha. Nomad, over."

Carol Danvers' familiar voice._ "You seem to be out on an unauthorized op, Nomad, over."_

"Just need to clear up some loose ends for our newest teammate, over. Rhino is secured and defeated, we're requesting a secure pickup."

Carol sighs on the radio._ "Understood. But you need to fill me in on your plan, Nomad. I'm not going to tolerate any more night raids. Over and out."_

"Roger, over and out."

Elijah's small smile is barely visible in the night. "Not exactly pleased, is she?"

"It is easier to ask for forgiveness than it is for permission from SHIELD, as long as you don't pull these stunts too frequently and don't screw up," Rikki says. "Don't let the other members of Alpha know that."

Elijah chuckles softly. "I won't."

* * *

Dread. That's all I feel. Dread. Dread. Dread.

This is the 'next day'. After school, they're going to drag me to wherever this 'academy' is and then . . . well, I don't know. I'm just at SHIELD's disposal from this point onwards.

Part of me regrets agreeing to join Rikki's squad already. Why did I do that? This isn't me, this isn't how I roll! This goes against so much of what I've done and what my goals are! But, if I want to keep being Spider-Man, there's no choice. I'm going to have to win my independence. In a sense, if I don't even try to do it SHIELD's way, I'm not going to be allowed to be _me_ anymore. My right to be _me_ is going to be gone. I won't tolerate that.

The only consolation is that Flash Thompson is so loopy right now from whatever SHIELD did to him that he just says "Hi, puny Parker, why are you spinning around me?" He's so off in la-la-land that he forgets to beat me up and instead falls face-first onto the water fountain, which turns on in the process and sprays him with water galore.

I admit it, that's funny.

Still, I wonder how much control SHIELD has right now. The new principal is a guy named Philip Coulson. It's time to pay him a visit. See what kind of SHIELD puppet he is.

I approach the office, but before I could knock, I can already hear his voice. "Come in, Peter Parker."

Okay, if he's _that_ good, he's no SHIELD flunky. This guy is high-level. And also creepy. Exceptionally creepy.

I open the door, and he turns around. He looks unassuming and he's balding really dramatically, but his eyes, despite their knowing amusement, look just hardened enough to remind me of what this guy can do. His formal business attire only adds to the unassuming posture he's trying to have.

"Is there anything I can help you with, Mr. Parker? And yes, I am _the_ Philip Coulson, the new principal of your school."

"Well, I was just kinda curious why-"

"Why SHIELD is spending so much time, resources, and personnel on a high school, correct?"

Is this guy a mind-reader? If he's not, and just that intuitive, I'm so far out of my league it's not funny. "Pretty much, yeah."

Coulson chuckles. "Well, what did Rikki say yesterday?"

"She said something like this fell right into place for SHIELD, about the superhero types needing to spend time among normal people so they can stay connected to normal society. Or something like that."

"That's part of the truth," Coulson says. "But the full truth is beyond that. You kids don't just need normal things. You need an education as well. And with Midtown High's staffing getting pretty much a man-to-man replacement after the Frightful Four attack, we've staffed our school with some of the best and brightest to make sure that you and your colleagues can have a stellar education. We're talking college prep level."

"What about the other kids? The normal ones?" I ask.

Coulson smiles. "They're lucky they get to share in that."

"Not Flash Thompson, he'll probably flunk, as long as he keeps stumbling around anyway," I say.

"He'll be back to full mental capability soon, however much it's worth in _his_ case," Coulson says. "It isn't like we yanked his mind from him, just spun it around a little and re-layered things."

"Do you find anything wrong with that?" I ask.

"It's what needs to be done."

"You're not answering my question!"

"I can't answer it the way you wish me to, Mr. Parker."

Of course he can't. Why does this _not_ surprise me?

"We need this school secured as much as possible," Coulson says. "Anyone being brought in on this is being thoroughly vetted. We cannot have another incident like the Frightful Four here. Like it or not, Mr. Parker, but the events that transpired last week have made you significantly safer. You and your aunt are under full SHIELD protection. What happened to your uncle will never happen to either of you."

It's hard to keep from punching the man in the face. "You're taking my responsibility away from me, Coulson! I got into this because-"

"No more Uncle Bens. I know," Coulson says.

"Let me have-"

"Mr. Parker, you lost that right because you proved you're not ready to have it. You need to earn it back, kid."

"I don't get it!"

"You will in time," Coulson says. "And you will be able to 'thwip thwip' at will soon enough."

"Please don't give my webs a sound effect."

"I find it amusing. Thwip thwip."

"Coulson-"

"Thwip."

"Don't-"

"Thwip thwip."

"You're just annoying me now so I leave your office, aren't you?"

"Thwip."

I thought so. "I'm going to prove myself, Coulson! I won't be controlled by you people! Not for long!"

I stomp right out the door and nearly slam into a girl. I barely stomp in time, and the girl looks ready to knock my lights out and she just keeps herself restrained.

"Uh, hi," I say. My spider-sense had gone off, just a little. Not enough to make it a throbbing headache like usual, but it was faint, like a buzz.

"Ah, Ms. Kinney," Coulson says from behind me. "You're on time today. We need to discuss a couple of things."

"Okay, Mr. Coulson," the girl named "Kinney" says, and she brushes past me.

"You could say 'excuse me', you know," I say.

She turns around and leers at me. This would look bratty, except her eyes look scarier than Coulson's. Her dark eyes are so haunted they make me take a step backwards.

"Excuse me," she snaps, and then she walks inside the door and shuts it.

What was _that_ all about? And why did she make my Spider-Sense go off, albeit in a minor and brief fashion?

Rikki's words from yesterday. Mutants are coming to the school too, right? Maybe she's one of them.

Wouldn't surprise me, considering how abnormal everything is now.

Hopefully the rest of school before the Academy can be normal. I could use it.

* * *

"What the heck is going on with our classes?" Mary Jane whines, her face on the table. "Is it just me, or have we like morphed into some private school in disguise?"

"I don't see any school uniforms," Harry says.

"That's what I mean by 'disguise', Harry," Mary Jane groans. "If we were going full on private school we'd be wearing the uniforms. They just don't want us to think so."

Harry chews his burger. "The food tastes better too all of a sudden."

"Like how?" Gwen asks, looking puzzled.

"Fresher or somethin'. I don't know," Harry says.

"Huh," Gwen says. "Like the school has a budget now all of a sudden?"

"You see how they're sprucing the place up?" Harry asks, presumably rhetorically. "I don't think we're just an ordinary public school anymore, just sayin'."

"And here's the weird part," Mary Jane says. "I'm seeing kids here who weren't here the first day of school, the day of the Frightful Four attack."

"Now you're just imagining things," Gwen says.

"I swear I'm not!" Mary Jane replies.

As much as I like Gwen, Mary Jane is right. She _is_ seeing kids who weren't here the first day of school. A lot of them. Though Gwen may just be playing dumb to calm Mary Jane down, I wouldn't be surprised if that was the case.

"Look, I know we're all rattled by the attack last week," Gwen says. "But they kinda did need to rebuild the school a bit, supervillains _did_ rip the place up, and all of the old teachers quit and had to be replaced. We've like become a new school overnight."

"How was it done so fast, though?" Mary Jane asks. "Last time a supervillain tore up Midtown High, Magneto, was it?"

"Yeah, him," Harry says.

"The school was closed for _three weeks_," Mary Jane says. "And they still couldn't fully fill the staff or repair everything. But look at the school now! Doesn't everything just look . . . I don't know, different?"

I am _very _uncomfortable with this conversation, which is why I'm just eating the strangely fresher-tasting food and keeping my mouth shut. I know what's going on. All of it. And I'm afraid I'm going to let that slip if I'm dragged into this conversation.

"What do you think, Peter?" Gwen asks all of a sudden.

I wish my Spider-Sense would warn me when unwanted dialogue was coming my way. "Uh, about what MJ is talking about?"

"What else?" Gwen asks.

"Well, uh . . ." I am _not_ a good lair on stuff like this.

"I've noticed it too," I say. "Probably some rich guy sunk a lot of money into Midtown, I think. Out of pity or something."

"I think we would've heard of a donation," Harry says.

"Maybe it was anonymous, I don't know," I say.

"It still would have been reported," Harry says. "I asked my father about it yesterday. He claims to be clueless."

"Your father needs to start doing the philanthropist thing," Gwen says.

Harry laughs. "Yeah, good luck with that!"

Gwen gives Harry a rather odd look. "I think it's interesting that you're joking about your father donating money to charity."

Harry's face turns red, and Mary Jane steps in. "Harry and his father aren't exactly on good terms right now, let's not stay on this subject."

A faint buzz in my head. That same subtle Spider-Sense going off, just like it did in the principal's office. I turn my head to the right, and there she is, the same girl from before.

"Uh, can I help you?"

"I was told to apologize to you, so that's what I'm doing," the dark-haired girl says.

Gwen raises an eyebrow. "Over what?"

"I shoved him aside in the hallway," the girl says.

"Look, it's not like we're little kids," I say. "I'm letting that one slide, not a big deal."

"Fine, that works for me," says the girl, but before she can leave I stop her.

"What's your name?" I ask.

I don't understand why this girl is making my Spider-Sense go off, albeit in this faint fashion, like more of a subtle warning than the loud and extremely annoying alarm clock that it usually acts like. I need to know as much about her as possible, and then look her up. See if she's some kind of supervillain in disguise.

The girl hesitates for a second, her eyes actually widening a little, before she settles down. "Laura Kinney. I'm a freshman."

"Your voice is kinda _deep_ for a freshman," Mary Jane says.

"Well, I'm a freshman, so deal with it," Laura says.

"Oh wow, attitude," Harry says with a laugh.

A dangerous look appears in Laura's dark eyes, they look hostile, angry, perhaps even murderous. Her throaty, cracking voice sounds even deeper when she speaks again, almost like a full-grown woman. "I don't even want to be here, so the least you can do is not make fun of me."

Gwen sighs. "Laura, with an attitude like yours, you're asking to be bullied. Settle down a little."

"If anyone bullies me, they'll regret it," Laura growls, and then she walks away from us.

I know better than to call out to her. We didn't do anything to make her feel welcome, but she kind of self-alienated herself there. What can I say if someone wants to be anti-social? The others feel the same way, they just kinda stare at her for a second until she blends in with the rest of the students milling around.

"She's one of those kids I was talking about," Mary Jane says.

"She's a _freshman_, MJ," Gwen says. "We're not exactly going to notice them."

"Just chill out, MJ," Harry says. "It's not like she's some assassin or something out to kill us."

Oh boy, Harry. You do not feel the same sense of unease I do. With the way the Spider-Sense was going off, this "Laura Kinney" may be an assassin preparing to kill. With those dark, haunted eyes of hers, it wouldn't surprise me at all.

I'm going to need to watch her. Carefully.

* * *

I was shocked at how clandestine SHIELD was with getting me out of school and into the Academy. It was simple, really. Rikki pulled me aside after school, told me to wait, I said goodbye to Gwen, who looked a _little _suspicious but didn't hang around, and, suddenly, I'm brought into the gym.

"Oh yeah, looks very Academy-ish," I say. "But also eerily familiar. I wonder why that is? Oh yeah, maybe because it's the _same old gym_?"

Rikki sighs. "They're building the training center under the school."

"Right. Really. In a week."

"I didn't say it was complete."

"If there's anything that's ready to be used in a week, I'll eat my mask."

Rikki smiles cryptically.

"Uh, I have a feeling that's a very bad bet to make."

"Probably."

Elijah, Rikki's perpetual bodyguard/familiar, arrived next. "So, I take it that Peter didn't get the memo."

"What memo?"

"I thought so."

Is _everybody_ going to take digs at me today?

And then . . . came the new guys.

They came in as one unit, one after another, of the opposite end of the gym. At their front was a young man who looked like a rich boy. Like if Tony Stark had a child, it would be _him_. Followed by three girls and one other boy, he looked quite strong, stronger than either Elijah or Victor.

The rich boy smiles calmly. "So, Rikki, I see you managed to get your new recruit here on time. First time that's happened, right?"

"I am not as incompetent as you think I am, Nathan," Rikki growls in response.

Mickey's comment from yesterday. Nathan was Rikki's ex . . .

"Oh, _you're_ Nathan!" I say.

Nathan gives me a knowing look. "I see somebody already told you about me. Most likely Mickey, right?"

"Uh yeah, her."

Nathan chuckles. "Does not surprise me at all. My name is Nathaniel Richards; I go by 'Iron Lad'. You are Peter Parker, 'Spider-Man', correct?"

He sticks out his right hand, and, not knowing which reaction would bring down worse consequences, I opt to do the polite thing and shake it. "Yes, I am."

"I look forward to seeing what you can do," Nathan says. "Though I won't be surprised if you're yet another loose cannon."

"What do you mean, 'loose cannon'?" I ask.

"I don't want to get into this, Peter Parker," Nathan replies. "This is not the time or place for an argument."

My Spider-Sense goes off faintly, and I turn to my left. Rikki is absolutely _seething._ Her face has turned red a little and her eyes are shimmering with anger. This was _not _a normal break-up between girlfriend and boyfriend. Apparently, Rikki feels wronged by what Nathan did, but who knows what the truth is?

The door opens from behind us, and Victor comes charging in, panting as he catches up to us.

"Sorry," he gasps. "New school, new layout, got lost."

"No excuses," Rikki says, her voice low and trembling.

Sensing Rikki's anger through her tone, Victor straightens up. "Si, senorita."

"No gratuitous Spanish."

"Yes, ma'am."

"So that just leaves your wondergirl, Turbo, correct?" Nathan asks.

Rikki, if possible, sounds on the verge of blowing up when she answers. "Yes."

Nathan sighs. "Everyone, introduce yourselves to our friendly neighborhood Spider-Man. He'll be our new training partner."

"Yes," says a tall blonde girl, with a bow around her back. She walks forward. "I am Kate Bishop. Nineteen years old. I'm the new Hawkeye."

"Nice to meet you," I say.

Second girl, a redhead. I recognize her from the SHIELD airship last week, right by . . . uh oh.

"My name is Lyra Banner, sixteen" says the girl. She lacks Kate Bishop's formal, military-esque manner, seeming more melancholy and distant. Her face is even turning red a little, giving her a shy demeanor. "I am the Incredible Hulk's daughter."

"You can call yourself 'She-Hulk'," Kate says. "No one cares."

"The name sounds stupid to me," Lyra says as she turns away from me to step back in line.

"That is your code-name and please stick to it," Nathan replies.

"Yeah," Lyra's voice has gone so soft I can barely hear it.

The third and final girl steps forward. She's a brunette. "I'm Cassandra Lang, but call me 'Cassie'. Sixteen years old. I go by 'Stature' when on duty."

Nathan here has assembled himself quite the team of girls, besides the one other guy, a towering blonde boy who looks like he can pound everybody here flat. He steps forward now.

"Kevin Masterson," he says. " Seventeen in mortal years. I am 'Thunderstrike'. Good luck on any of you beating me directly, I have the power of Asgard on my side."

I see he has an ego the size of Asgard too.

Nathan leers at Kevin. "No bragging."

"I _am_ the most powerful person here-"

"You are not. Act like you've been here and done it before. Show some respect," Nathan replies.

Kevin crosses his arms in front of his chest. "Mortals."

I see that despite Nathan's criticisms, he has his own loose cannon. I wonder how Nathan deals with it, especially if Kevin Masterson is really from Asgard. Which I somehow doubt, considering his name.

"Isn't 'Kevin Masterson' kinda a plain name for someone claiming to be from Asgard?" I ask.

Kevin leers at me. "You doubt me?"

"Just sayin', 'Kevin' kinda sounds 'mere mortal'-ish."

Before Kevin can respond, Nathan barks "Not a step forward, Kevin. Save it."

Kevin scoffs and steps backward. As this happens, the doors behind us open one last time and Mickey comes running in, panting.

"Sorry. An old lady needed me to get a cat from her tree," Mickey says.

Everyone looks at her weirdly.

"What? She did!"

"You _are_ aware that's the superhero version of 'my dog ate my homework', right?" I ask her.

"Which team are you _on_?" Mickey replies.

Rikki ignores Mickey's whining and turns right back towards Nathan. "Criticize me all you want, and say I have a team of loose cannons all you want too. I want to settle this rivalry of ours once and for all so we can finally form a coherent academy."

"I couldn't agree more," Nathan says, sighing. "I just hope the 'Alpha' designation will be mine after today."

"What?" I ask.

Rikki's eyes shift my way. "Oh, right, you haven't heard. You're part of 'Team One', basically, and Nathan's team is kinda the secondary team, they get the softer gigs. But they're letting Nathan's team have a shot at taking our spot today."

"What? We doing some kind of obstacle course?"

"One on one combat," Rikki says.

One on one combat. Lovely. None of the other team looks particularly easy, and if I wind up facing Kevin I'm honestly toast. What good can someone like me do against a guy from Asgard? Well, if he's telling the truth, anyway.

"I personally don't understand how a few matches of one-on-one combat can determine who is the A team and the B team," Patriot said.

"They don't. Not by themselves," says a female voice, adult, strong, familiar.

Carol Danvers.

She walks up to us, dressed in a striking, dark business suit, not the SHIELD uniform she had worn when she met with me a week ago. "It's just another ongoing evaluation. Also, both teams have recruited members recently. It's time we saw what they can do."

She looks at Nathan. "Speaking of whom, Humberto is missing, Nathaniel."

"He's sick," Nathan replies.

"Superheroes can get sick?" Mickey asks.

"Yeah," I say. "I had a cold last month."

"Didn't think _that_ was possible."

Everyone, even Danvers, stares at her.

"I am _sick_ of everyone staring at me!" Mickey yells, stomping her foot.

"Who's Humberto?" I ask Rikki.

"You'll see him eventually," she replies. "He's . . . _memorable_."

Gee, thanks. That's descriptive.

"In any case," Nathan says, "It's better this way. Five on five. No one gets to sit out."

"Would you still believe that if you had gotten Spider-Man?" Rikki asks, her voice pointed and direct.

Nathan smiles thinly. "Of course, because that wouldn't have happened. If I had won the lottery for Spider-Man, I would have deferred him to you. He's a loose cannon, and what power he has isn't enough to outweigh his flaws. Not worth giving up one of my current team members for at all."

Okay, I don't get half of what he said, but I can clearly tell a diss when I hear one. That's uncalled for. And asking for Iron Lad to be strung up from a highrise somewhere.

Perhaps sensing my emotions, Elijah leans in to whisper to me. "He does this on purpose to rile opponents up. It works on Rikki all too well, unfortunately."

It's starting to work on me, too.

Danvers steps in. "Enough of the discussion. We're heading into the underground. Everyone, please don't leave your spots.

All of a sudden, a robotic hum fills the gym, and suddenly the center of the basketball court starts lowering. It is only because my Spider-Sense isn't going off that I don't immediately try to swing out of here. That's one thing I'll give SHIELD. They don't give the impression they want to kill me.

"What's this about lotteries and deferments?" I ask Elijah.

"Rikki and Nathan's latest team members have been decided by chance," Elijah responds. "Mickey, Lyra, Kevin, Humberto a.k.a. Reptil, and you have all been placed this way. Basically, the team leader decides whether to accept the team member or defer the member to the other team. No one's done that."

"Shouldn't there be some kind of number limit?" I ask.

"There is," Elijah replies. "Basically, the teams need to be as even as possible. In order to take you, Nathan would have had to give up one of his other team members to Rikki in exchange. But, as you just heard, if he had won the lottery _again_, he wouldn't have done that."

"Oh. So he insulted me big time then."

"Pretty much."

"I'm going to web his crotch now."

Rikki's arm shoots out, presumably to block me from doing anything of the sort. "Don't even try. You'll get your shot if you get to face him."

"Sure," I say. But that couldn't keep a rather amusing image out of my head.

By that point, we had touched down, and we were right in the center of SHIELD-land. Computer stations, technicians, and official-looking people galore, and plenty of construction noises as well in the distant ambiance.

A dark-haired, blue-eyed woman with a white lab coat approached us. "Danvers."

"Doctor Ross," Danvers says with a nod.

Cue another lightbulb going off inside my head. "Wait, Doctor Ross? As in Betty Ross?"

"Yes, Peter Parker," Betty Ross replies, smiling slightly. "I'm glad you've heard of me."

"Well, who hasn't? You were like the Hulk's . . . oops."

Doctor Ross leers at me.

"Sorry . . . I didn't mean to remind you that Hulk . . . I mean Bruce . . . and Thundra . . . er . . ."

"Thanks," Lyra whispers behind me.

"I'm perfectly fine with that," Ross says, though her face and voice suggest anything but.

"Really?" I ask.

"Yes. Yes I am. I'm perfectly fine with that. Yes I am. I mean it. I am. I-"

"Congratulations, Parker," Danvers says wryly, "You broke Doctor Betty Ross. Let's get a move on."

"Hey!" Ross shouts, but Danvers ushers me right past her and towards a door in the distance.

"Doctor Ross is leading the science division of SHIELD right now," Danvers explains. "It's best not to bring up her past with Doctor Banner. As you can see, she hasn't gotten over the current situation well at all."

"Can we _please_ stop talking about it?" Lyra asks from behind me. I turn to look at her, and even in this kind-of twilight her face looks red from embarrassment.

"I'm sorry. I mean it," I say.

"Just like Doctor Ross means it," Lyra says softly.

After leading us through a few hallways, Danvers stops us all. "Okay. Major Clay Quartermain, who is assisting us today, will be arriving here shortly. But we can start the current exercise right now, as our observation officials are already on standby. Rebecca Barnes and Kevin Masterson, you two will battle first, please step through these double doors."

"_What_?" Kevin asks. "You expect me to fight a powerless mortal?"

Rikki just smiles. That smile is getting to be really creepy.

"Don't underestimate her, Kevin," Nathan replies.

"What do you mean? She's a mortal! With no powers! If I hit her full strength I'll shatter her bones!"

"I _said_ don't underestimate her, Kevin. You don't know what she's capable of," Nathan says.

"Then tell me what-"

"Classified," Danvers says, before anyone could say anymore. "We are not allowed to talk about certain things, not unless the member keeping the secrets opts to reveal them. Under any circumstances. Clear?"

Nathan sighs. "Good luck, Kevin. But don't hold back against Rikki. You'll regret it."

"Pssh," Kevin says, and he walks up to the doors. "Well, come on then, mortal!"

Rikki chuckles. "Oh, what an idiot."

The gigantic double doors open, and they both walk inside. Danvers nods after they close. "All right, everyone to the observation deck. We can watch the battle in safety there."

* * *

It's a quick walk up the stairs, only a couple of minutes but when I turn to look at the windows, Kevin Masterson is already down.

He had gotten out of his civilian garb and now was wearing some armor that definitely looked Thor-ish, in other words believably Asgard-esque, but it hadn't mattered. Whatever Rikki had done, she had completely overwhelmed him. He was completely unconscious, drool spilling from his mouth, and Rikki was just standing there without a scratch on her, her hands in her pockets, looking incredibly casual.

Nathan facepalms. "I _warned_ him. I _warned_ him not to underestimate her."

Even Danvers looks somewhat surprised. "Wow. I guess some parts about Rebecca will remain classified longer than I thought."

"What? What needs to be classified?" Mickey asks. "What did Rikki do?"

"You'll find out someday," Danvers says. "Kate, you and Mickey go get dressed. You both are going next."

"Fooey," Mickey growls. "We spent all this time walking up here too."

"Quit your whining, this walk is nothing," Kate says, and they both go back the way they came.

Soon afterwards, Rikki comes back up, and she definitely has no scratch on her. Not even a rip on her clothing.

"How the heck did you do that?" Victor asks her.

"It'll be unclassified some day," Rikki says. "When it's appropriate. I suppose today wasn't the day."

As she sits down next to me, I see the faint gleam of her sword. That beautiful sword, that looked too valuable to be of this world. "Your sword had something to do with it, I bet."

Rikki smiles at me, but it's not the dark, knowing smile from before her fight with Kevin. "I was trained in swordfighting by the best. Her name is Brunnhilde, but you may know her as Valkyrie."

Valkyrie . . . I know who she is! She used to possess a body belonging to a woman named Barbara Norris, but Norris died or gave up the power or something and Valkyrie possesses a new body now, complete with a youthful appearance, with red hair as opposed to her golden blond locks when she was in Barbara Norris' body. She almost looks like an older Mary Jane Watson right now in some ways, which, of course, sends the fantasies rolling, but I doubt it. I think Mary Jane, if she's Valkyrie, would've made it more obvious by now.

Still doesn't eliminate the fantasies completely though.

"Yeah. I've heard of her. She's amazing," I say.

"More than anyone here knows," Rikki says, and she sighs. "Mickey's got her work cut out for her. Kate's considered to be the most ready to join the Avengers out of all of us."

"Really?" I ask.

"She's the oldest out of all of us," Rikki replies. "It's said she's ready to join the Avengers right now, but they asked her to set an example for all of us and do some time in the Academy. That's the rumor anyway."

"It's the truth," Nathan says behind us.

Rikki turns around to look at him. "Really."

"You're not the only one who has secrets," Nathan says. "She's fantastic. I am incredibly lucky to have her, even though it will likely only be for this semester or so. She is disciplined, resourceful, and smart. I can't ask for a better second-in-command."

"Neither can I with Elijah," Rikki replies curtly.

"Uh, the match is starting," Cassie says from the far left.

In the arena, it's set up almost like an outdoor paintball area, with places for cover, some foliage, and a lot of dirt. I wonder how SHIELD could've made such an arena so quickly.

It's not a very competitive match, though. Kate comes out on the offensive, and Mickey is left flailing around, using her powers mostly defensively. She's so busy trying to stop Kate's assault that she can't use her many powers to counterattack. Kate, being an apparently normal human being, wouldn't be able to take a lot of punishment from Mickey. Not with Mickey's suit and all augmenting her abilities, in addition to the wind gusts.

Finally, one of the arrows isn't blocked and it sticks to Mickey, and she's with an electric shock. She falls from the air and smacks into the ground, causing a small cloud of dust to fly into the air.

Instantly, a green light activates in the area where Kate had started the match. It was pretty clear that she had won.

"Tied," Nathan says coolly.

"Just wait," Rikki says.

Danvers claps her head. "Lyra, Peter, you're both next. Get down there."

Oh, so it's my turn-hey, wait a minute! Did I hear _Lyra_?

I look over to my left, and there's Lyra standing up. She looks at me almostly shyly. "I'm sorry. I didn't expect this to happen."

"SHIELD decided it," Danvers says firmly. "Now you both get down there. In the meantime, I'm gonna find out what's taking Quartermain so long. He should've already been here, a prisoner transfer shouldn't be taking this long . . ."

I look at Rikki. She just shrugs. "Go get her."

Great. Thanks for the advice. I'll see you at the hospital, Rikki.

Of all the people to draw, it had to be _Lyra_. Why the daughter of the Hulk?

There is only one conclusion to this: SHIELD's out to get me.

* * *

The arena looks a lot bigger in person than it did from the observation deck. There, Lyra is still in human form, still in her street clothes, a gray hooded sweatshirt and blue jeans. She sighs at me as she sees me. "I_ really_ didn't want it to be you."

"Feeling's mutual," I say. "Please don't break my bones, okay? I like everything in its current place. It's comfortable this way."

Lyra takes a deep, yoga-like breath and exhales. "I'll try not to."

"You'll _try_."

"I can't . . . make any promises . . ." she says, as her breathing gets a bit more labored.

Has the match started yet? Please tell me it's started. Maybe I can just web her and knock her out before she can transform! Yeah, that'll work! I'll win that way!

There's no indication from SHIELD, but I can't just sit here and wait to be smashed. I immediately aim my webshooters at Lyra and open fire.

Lyra sees it coming and jumps out of the way. "Hey! What's that for?"

"You think I'm just going to stand around and wait for you to smash me?" I shout.

Lyra ducks behind cover. "Oh. That would be pretty stupid, wouldn't it?"

"Yes, it would! Now hold still!"

I zip-line my way to a nearby tree and instantly get the angle on Lyra. "Thank you very much!"

Lyra cries out as I wrap her in a web cocoon and she falls to the ground. I left her head exposed, and she looks at me, stunned.

"There. It's over. I win."

Lyra shakes her head. "There's no green light in your corner, Peter."

"Huh?" I turn around, and sure enough, there's no green light. I haven't won.

"Hey, what's the matter with you guys? Didn't I just web her up? Immobilize her? If that isn't winning I'd love to know the tiger blood you idiots have been ingesting!"

"You forgot . . . one thing . . ." Lyra says, her voice sounding just a bit _creepier_ than her shy, soft, somewhat high-pitched voice usually sounds.

And I know exactly why. "You're gonna hulk out of the webbing, aren't you?"

Her eyes flash a neon green as she looks at me right in the eye. "That's right. I'm . . . uhn . . . _sorry_ . . . !"

Her body grows right out of her clothes and my webbing. "Oh! Ohh! _OOOOOOOOOOOHHHHHHHHAAAAAAAAA AGGGH!_"

Within a few seconds, my effort to tie her up becomes useless. This girl, who must've been around five foot five, becomes about a foot taller. Neither my webbing or her clothing can withstand her burgeoning body, and they universally come apart. Her voice deepens and husks up as she cries out in pain. Her red hair darkens and turns into forest green, and her skin's color palate switches from typical Caucasian skin to yellow to chartreuse to emerald.

And all I can think is: _Goodbye, beautiful, cruel world. I love and hate you so much._

She stands up, surprisingly calm despite such a violent transformation, she's not even breathing heavy. She had white with violet-stripe unitard underneath her street clothes, and, thankfully for nonexistent little kids everywhere, it held together perfectly. She flicks her long hair behind her back, and looks at me, a confident smile on her face.

"Hey, Peter! Can you take off your mask, please?" she asks cheerfully in her newly husky voice.

"Uh . . ."

"It's okay! I won't attack you, promise!"

"Look, I'm not falling for your tricks, got it?"

"Oh, fine! I'll just attack you right now and take it off myself!"

"I'm taking the mask off, Lyra!"

Yes, I'm a chicken. Make your clucking noises, yes, I get it. I'm scared, okay? This shy, kind-looking girl just turned into a fairly musclebound green-skinned Amazon all of a sudden, a girl capable of snapping me like a twig! I'm allowed some fear quotient, right?

I quickly pull it off, thinking she's still playing some kind of trick. Instead, her green eyes brighten and she smiles in this pleased, energetic fashion. But it's her words that are the most surprising.

"Oh wow! You _are_ a cutie! I _really_ hope I don't hurt you!"

"Uh . . ."

"Oh, you don't have the memo, do you? Consider me like . . . a personification of Lyra's inner self and idealized self merged together. That makes the most sense," Lyra says, still smiling in this friendly, cheerful way that is equally charming and uncanny.

"Uh . . . sure. I'll buy that. Maybe," I say.

"I'm not like Dad. I'll gladly answer to 'Lyra' if you wish. But I _am_ the one and only She-Hulk," Lyra says. "No cousins, no aunts, no sisters, no nieces. Well, none that are like _me_, anyway."

I kinda got it at the "one and only" part, Lyra, thank you.

She almost seems to be _blushing_ as she looks at me. "Again, I'll try _really_ hard not to hurt you, okay? You're really cute in this athletic but nerdy way. I'd love to get to know you better later."

Too much information, Lyra. Not exactly thrilled that I've somehow seduced a She-Hulk, here.

Still, if she's infatuated with me, no sense in spoiling it and rejecting her out of hand. Then she would _really_ be out to hurt me. That would be bad. Very bad. Astronomically bad. Nearly as bad as making her dad angry.

"Um, thank you. Thank you very much. I think," I say nervously, ready to jump from my perch the moment she bends her knees.

Where to go? Where to go? Getting attacked by the Incredible Hulk's daughter is a _very_ bad thing. I need to come up with some kind of plan. I can't beat her going the direct route. Not without a lot of things going my way. Like, say, a gamma radiation reducer magically rising from the ground. That would be _incredibly_ helpful right now. Hint hint, SHIELD!

"Here I come!" Lyra jumps from the ground and comes right at me, and I wisely swing away, but Lyra goes over the branch, pivots, and jumps right after me. She's much faster than I expected, she's already on my tail.

I swing to the left, and Lyra has to land and pivot again, but the moment she lands, I try to contort myself into an awkward shape so I can web one of her feet. It doesn't succeed in holding her, but it knocks her off balance as she tries to jump again, and her next jump is completely out of control and she smashes into a small metallic hut, breaking it into many pieces and creating a small cloud of dust.

It probably won't even phase her, but it's the only card I have to play against this girl. Trickery.

I wonder if she'll still think I'm "cute" after this.

* * *

"Coward," Nathan grumbles as he watches the match.

"No," Elijah says firmly. "He's _smart_. He can't fight Lyra head-on. None of us can other than maybe Kevin."

"Who got wiped out by Rikki, so there," Victor adds.

Rikki just smiles inwardly at that. She had many tricks up her sleeves to combat powerful opponents. There was no sense in revealing them right here, not unless they saw. It's best that her tricks remained a secret as much as possible.

Cassie laughs. "It's kinda funny seeing him jump around like a pogo stick though!"

Nathan glares at her. Cassie shrugs. "What?"

"It's not funny. Lyra should have had this well in hand already," Nathan growls. "She's not showing any discipline. In fact, she looks like she's holding back. She's making the same mistake Kevin did."

"I don't see it that way," Rikki says. She didn't want to interject, but she felt she kinda had no choice, before her team members make the same mistake Nathan was.

"Oh yeah?" Nathan asks, clearly skeptical, borderline dismissive as he has been with her since their breakup.

"Her motivations are much different. Didn't you see all of the pauses and stops and starts? She's _flirting_ with him."

Nathan stares. Cassie responds by doubling over with laughter. Kate, still looking cool and calm since defeating Mickey, just shook her head. "It wouldn't surprise me. Lyra's given me the impression she has a thing for nerds," Kate says.

Nathan growls and smacks his fist on the stands. "She better not be flirting with him. He's an _enemy_! And she's showing an even worse lack of discipline than if she were merely overconfident!"

"Nathan, calm down," Kate says, her voice even but starting to give a sense of something steely and rigid. "I know you haven't been _thrilled_ with Lyra lately, but wait until the match is over before you decide you're judge and jury."

"Fine," Nathan says with a sigh.

_Huh. So Lyra's on Nathan's bad list,_ Rikki thinks. This time, she could not keep her smile completely inward. Now, she sees a target of opportunity.

_I could use someone with so much raw power. She and Power Man would make a ferocious tag team together, and she brings a stealth element with her normal human form. And if she has a crush on one of my team members, that makes a flaw a potential strength. This could work out . . . I just need an opportunity to take her for my team._

But for now, she can only sit and watch. And see if Spider-Man, which she had wanted for a _long_ time, can show a glimpse of the potential she thinks he has.

She knows that this match will decide whether she'll be waiting for a _while_, or only for the next couple of minutes.

She vastly prefers if the latter occurs . . .

* * *

Okay. I can't keep running away here. I need to do something. _Now_. Lyra's not showing any signs of tiring out and I'm frankly getting winded. She's the Hulk's daughter, all right.

"Please, just let me catch you!" Lyra pleads as she chases after me.

"I got a better idea!" I web _both_ of her feet this time, and then swing right at her and kick her in the stomach.

That proves to be a great mistake.

"Toe! Toe, toe, toe, ow!" That felt like kicking raw steel. I kicked her with enough force to send her a few feet into the nearest tree, but I didn't even make her go airborne. And she just gets up like nothing happened, while I'm hopping around holding my left foot.

"I _said_ I wouldn't hurt you, but I can't stop you from hurting yourself," Lyra says, shaking her head.

Okay. Okay. I may have just broken my toe on her abdomen, but I'm not done yet! I immediately web her again, and despite feeling like I'm lifting a tank, I swing her around and throw her on the other side of the arena, and she smashes right through the glass, leaving the arena.

Instantly, a green light goes on in my corner. Despite the pain in my toe, I suddenly feel really good. "Out of ring" finally applies to real life at long last! It's no longer just in fighting video games! Who knew?

Lyra crawls back into the arena. "Huh. Guess you got the memo on being ejected from the arena. Didn't expect that."

"I didn't," I say. "I lucked out." It's then that I stand on my left foot, and all of a sudden, I don't feel like standing up anymore.

Ow.

Ow.

_Ow_.

I fall on my butt.

"Are you okay?" Lyra runs over to me. "Here, I'll carry you out. Is that okay?"

She's already lifted me into the air and carrying me in a baby-like position. And oddly, I don't really mind. It's better than walking right now. At least until I have my foot looked at. "Y-Yeah, sure."

She smiles brightly. "Okay!"

She carries me through the double doors, and sets me down. "I need to take a rest. SHIELD can heal you pretty fast if all you did was sprain something, so I wouldn't be _too_ worried. Here's Lyra."

She groans as she reverts back to her normal, everyday self, and gasps the moment she opens her blue eyes. She blushes immediately and looks away from me. Her voice is once again soft, high-pitched, shy. "I'm . . . I'm sorry . . . I blew it again . . ."

"Actually, I kinda did this to myself," I say.

"Oh . . . okay . . ."

She looks at me. "Is it okay if . . . if I hang out with you and your friends sometime? I . . . well, you know . . . I kinda sorta . . ."

"Yeah, sure, anytime," I say.

"Really?" she asks, smiling but looking more embarrassed than ever.

"No problem. Just don't do the mumbly-speak thing."

"Y-Yeah. No mumbly-speak, got it."

Suddenly, I hear footsteps behind Lyra and I look past her to see Victor, out of breath. "Guys, I just heard that we gotta get out of here! Rhino's escaped and he's coming right for the training arena! That's why Quartermain never showed up, Rhino broke containment!"

"Rhino?" I ask. Last I heard, he was loose on the streets, not captured by SHIELD. "Since when-"

Suddenly, the hallway wall next to us implodes, sending steel and various other debris everywhere. And, out of the smoke, stomps a rather old foe of mine: Rhino. Alexander O'Hirn. Thug with a nearly impervious suit with a giant rhino horn on the head. Very cartoon-ish looking, and his mind is equally cartoonish, but he can put on some _serious_ hurt if I don't mind his . . . well, _everything_.

"_Well_, if it ain't bug boy?" he yells as he sees me.

"He calls you 'bug boy'? Seriously?" Victor asks me.

"See, this is why I _worked alone_!" I reply.

"Time for you to be squashed like the bug you are!" Rhino says with malicious glee, pounding his fists together.

"Okay!" I say, standing up despite the pain in my foot. "Let's stop with the 'bug' talk. It's not even accurate! Spiders are _no_t-"

"It don't matter! Spiders and bugs squish the same!" Rhino replies.

"He's got a point there," Victor says.

"Who's side are you on? Mine or Mr. Squish-Everything over there?" I ask.

"No," Lyra pleads, her voice sounding breathless. "He won't hurt you. _I won't let him_!"

Uh oh.

She screams as she transforms once more, and Rhino's eyes turn as big as dinner plates as he witnesses the transformation.

"Oh come on! Not fair!" he says, backing away.

"You're right," Lyra says, in that husky, vastly more confident voice, matching him step for step. "It's not fair. And guess what? _I don't care_."

She rushes Rhino then and kicks him down the hallway, and he screams in this oddly high-pitched tone for a big guy as he crashes somewhere in the distance.

She looks at me. "Stay here." Then she charges off after him.

"Huh. She really does like you," Victor says.

"I'm thrilled. Let's go after Rhino," I say.

"Really?" Victor asks. "He looks massively-"

"If this guy can escape from SHIELD, he's probably just a _mite_ on the dangerous side," I reply.

"Oh." Victor pauses. "Good point."

"Follow me." I check my webshooters. Both are about half full. That'll do. I swing down the hall, and look for a fight.

* * *

Carol Danvers, for her part, is trying to keep things from getting out of hand. "How could you let this 'Rhino' character escape, Quartermain?" she asks.

Clay Quartermain is on a handheld tablet PC, and he looks like Rhino roughed him up a little, at least it seemed so. "It wasn't my fault, Major Danvers. It's Jack Truman's forces who screwed up."

"I don't care whose fault it is, excuses get us nowhere. Get this guy contained and re-captured before he brings the whole operation down on our heads," Danvers says.

"I'll try," Quartermain says. "But we're still giving pursuit. It seems that Lyra has decided to take matters in her own hands and is basically handing Rhino's horn to him."

"There's too much danger in that. Lyra is the daughter of the Hulk, Quartermain."

"I know, I know. The two of them can wreck the place. I'm aware of that. Just keep the other kids from intervening. I don't need them causing any more damage."

Danvers looks to the stands, and, much to her surprise, there aren't any kids anymore. None of them are still here.

Quartermain and Truman aren't the only ones who've screwed up here.

"Uh, yeah, about that . . ."

* * *

Lyra seems content with throwing Rhino around like a ragdoll, but he keeps getting up to take even more damage. Only to get up again. Rhino has taken an obscene amount of punishment from me, and I've even see the Hulk take a while to subdue Rhino. He's just that tough, and is just that strong-willed. It takes forever to bring him down.

Lyra scoffs after sending Rhino for another thin-air ride into a wall. "You're terrible at this! You're more like a hippo than a rhino!"

"Stop mocking me!" Rhino whines as he struggles to his feet. "It's bad enough that bug boy mocks me, lady! I don't need your mouth running too!"

"Is mouth running even possible?" Lyra asks.

"Uh . . . I don't know, maybe," Rhino replies, scratching the back of his head.

"Okay," Victor says. "'Not the sharpest tool in the shed' is understatement of the year."

"I was trying to banter. Wasn't expecting to blow his mind or something," Lyra replies.

"Out of the way!" Rikki yells, and I see her march between us, holding the Elemental Blaster.

"Oh no, not you again!" Rhino yells, clearly terrified.

"Yes," Rikki says, and she opens fire. An electrical bolt sizzles out of her weapon's barrel and engulfs Rhino, and a bright blue aura forms around him as Rhino is shocked repeatedly, rapidly, far beyond what I've seen any human take.

Then it stops. Rhino just stands there, his suit sizzling from the flash fry.

Even Rikki looks surprised. "That wasn't good enough?"

Rhino takes one step forward. "I hate you . . . hate you all . . . so _much_."

He crumples to the floor in a big, gray heap.

"Well, _that_ was eventful," Victor says plainly.

"Is it over_ already_?" Cassie asks, clearly frustrated. "I didn't even get to take part in beating him up, I wanted him to hate me too."

Kate just laughs. "I'm _glad_ you didn't. You would've destroyed the facility _and_ the school if you grew."

"Then why the heck was I slotted to fight? What's going on here?" Cassie asks.

"Enough chatter!" Carol Danvers says as she walks between us and towards Rhino. A blond man is with her, he's tall and professional-looking, with an angular face that isn't all that handsome but he gives off a normal, everyday guy look better than anyone else in SHIELD I've ever met.

"We're going to secure Rhino," the man says. "I'm Clay Quartermain to the uninitiated, by the way."

Which is just me. Lovely.

"I suppose this settles the exercises for today. Tomorrow, it's going to be more about teamwork, not one-on-one," Carol says. "Have a good evening."

Everyone only _looks_ too happy at getting out of here.

* * *

After the battle, SHIELD gave me a treatment for my injured big toe, and it felt significantly better within minutes. Now I'm outside the school, and Rikki and I have gotten dressed back in civilian wear, we happen to leave school at the same time. "What did Rhino mean by-"

"Elijah and I already fought him once," Rikki says. "That's all you need to know, Peter. Thankfully, he's secured once and for all."

"What are you doing beating up _my_ supervillains? Last I checked, I was able to catch all of them before. Well, besides Doc Ock because Doc Ock has frankly fallen off the face of the _earth_, but still."

"I want them thrown in SHIELD prisons," Rikki says. "It's much harder to break out of SHIELD containment than the typical prisons you were getting your perps thrown into."

"Which is why Rhino broke SHIELD containment just a few minutes ago," I say.

"That is an anomaly," Rikki says, her voice prickly. "It won't happen again."

"_Sure_ it won't."

"Good night, Peter," Rikki scoffs, and she walks away. Shortly thereafter, Elijah catches up to her, and they're walking away together.

Wonder if there's something going on I should be knowing about. Rikki seemed even more curt than usual as to her reasoning for going after Rhino.

Lyra runs up to me. Thankfully, she's normal again. "Hey, Peter!" she gasps.

"Yeah?" I ask.

"Did . . . did anything I do . . . all Hulked out and stuff . . . scare you?" she asks.

Well, _that's_ a loaded question. Still, considering her pedigree, it's probably for the best to try to evade or dodge the question. Without actually making it seem like it. Because Lyra scares me. A lot. Though I admit there's a certain appeal about a girl who can turn Rhino into a doll to throw around. There's not many girls like that.

But . . . thinking about Lyra that way doesn't make her seem as scary. As long as I think of her only harming enemies, and not friends or family. As long as I think of her being in control, and not the rampaging monster her father has a notorious history of being when Hulked out. So maybe no dodging, evading, or outright lying is necessary.

"Nah, not really. Except for when you were coming after me," I say.

Lyra chuckles softly, and she looks away from me. "Well, it's to be expected, I guess . . ."

"Well, you _are_ the She-Hulk," I say. "But you beat up Rhino pretty easily. I kinda liked that. You take the work out of beating him up."

Lyra chuckles again. "T-Thank you."

She takes a couple of steps away. "Um . . . you're the first boy I've met who hasn't been completely afraid of me . . . even the boys on _my_ team were terrified of me at first."

"Even Nathan?" I ask. "But Nathan sought you out!"

"No . . . he kinda didn't. He did it because he was more scared of what would happen if Rikki had me . . ." Lyra says, folding one arm across her stomach until she was gripping her other forearm. It was a very shy, depressed look for her. "I heard him say that to Kate a month ago . . ."

She sighs. "I've met a lot of boys. And girls. Being on the run with your dad all the time kinda does that. But there's no one I've met . . . who's like, well, _you_. You're special. I want to . . . oh, never mind. Have a good night, I need to go!"

She takes off full speed down the street, running towards wherever her residence is, I guess.

Well, this made today interesting. A _girl_ likes me. She even admitted it. Granted, she has superpowers, and a somewhat intimidating alter ego, but then again . . . it's not like Lyra did anything intimidating. Except for giving Rhino about a zillion heave-hos, but that's more intimidating to _Rhino_ than anyone else.

Could I . . . nah.

I'll wait and see if she has more than a crush on me or not. I'm not sure if I'm ready to date _normal_ girls regularly, much less the She-Hulk! Too much, too fast!

Besides, I have someone of the feminine persuasion counting on me already: Aunt May. I've already messed things up with her enough. I can't do that again.

It's time I start making things up to her . . .

* * *

Norman Osborn sighs as he looks over the latest data on Spider-Man. "So, SHIELD definitely has him. Lock, stock and barrel."

_"Yes,_" Doctor Octopus says. _"They pretty much have him on lockdown. Getting what we need is getting incrementally more difficult."_

"Then we need to make a move, before _difficult_ becomes flat-out _impossible_," Norman says. "Clear?"

_"Very clear. But it seems we're developing a situation on the Fisk front. It involves a family, the Hardys. We may have to settle that first,_" Ock replies.

"Oh really?" Norman asks, and he maneuvers his fingers across the screen until a picture of the Hardy family comes up.

"Huh . . . I think I have an idea," Norman says.

_"Enlighten me,"_ Ock replies.

"I have the perfect person to settle the Fisk front _and_ get us our required Spider-Man DNA all at the same time. We just need Spider-Man lured into getting involved," Norman says.

_"The chances of this backfiring are high,_" Ock says.

"But the reward is even higher," Norman replies.

_"True. Very true."_

Norman chuckles. "These are my favorite kind of gambles. High risk, high reward. So much is on the line. My adrenaline pumps like nothing else. I never feel more alive. It is truly unfortunate that as a businessman I cannot make those kinds of deals that often, you're out of a job if too many of those go against you. But now . . . I have the perfect excuse to start one of them."

_"And if we fail?"_

"We worry about the consequences when the time comes. I'm going to send you my suggested contact. We end the Hardy problem for Fisk . . . and we get what we need to make sure Oscorp is a prospering company for the rest of the century."

_"Understood, Mr. Osborn,"_ Ock says, and his communications turn to static.

Osborn could already feel the heart pumping against his chest. He chuckles. What a glorious feeling! It reminded him of when he was a star athlete in high school and college, and even a short career in professional football before an untimely knee injury ended his hopes of a trophy and ring. He longed for those feelings, these emotions.

He never felt more human, or more powerful, in this kind of situation.

He only hoped it wouldn't involve an epic crashing into Earth.

Hangovers from being drunk on power were the absolute worst of them all.

* * *

Yes, I am aware I am seriously messing with Lyra's backstory here. In this continuity, she is not created in some lab from another dimension, Thundra actually got pregnant and gave birth to her, but gave Lyra up and Bruce wound up raising her while on the run. This is also why Lyra's red hair turns to dark green when she transforms into her Hulk form unlike canon where the red hair stays. Being born naturally meant no tinkering with her genetics.

Incidentally, Jennifer Walters has not received her blood transfusion from Bruce to make her She-Hulk in this continuity. It never happened. There's no Red Hulk and Red She-Hulk either. So Lyra's telling the truth when she says she's the only She-Hulk. So She-Hulk fans, it's Lyra or nothing.

Finally, my voice cast for the new characters:

Philip Coulson: Clark Gregg (yeah, duh)

Nathaniel Richards/Iron Lad: Jason Marsden

Kate Bishop/Hawkeye: Kari Wahlgren

Cassandra Lang/Stature: Colleen O'Slaughnessey

Lyra Banner/She-Hulk (both forms): Stephanie Sheh

Kevin Masterson/Thunderstrike: Crispin Freeman

Laura Kinney: Caitlyn Taylor-Love

Betty Ross: Grey DeLisle

Clay Quartermain: Troy Baker

Alexander O'Hirn/Rhino: Clancy Brown

Margaret Huff: B.J. Ward


End file.
